497 1 l25895be497.htm ANNUITY INVESTORS VARIABLE ACCOUNT B 497 Annuity Investors Variable Account B 497
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ANNUITY INVESTORS LIFE INSURANCE COMPANY®
ANNUITY INVESTORS® VARIABLE ACCOUNT B
THE COMMODORE INDEPENDENCE®
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES
PROSPECTUS DATED MAY 1, 2007
     This prospectus describes individual and group flexible premium deferred annuity contracts. The individual contracts and interests in the group contracts are referred to in this prospectus as the “Contracts.” Annuity Investors Life Insurance Company® (the “Company”) is the issuer of the Contracts. The Contracts are available for tax-qualified and non-tax-qualified annuity purchases. The Contracts offer tax-deferred treatment of earnings, Annuity Benefits, and a Death Benefit. The tax treatment of annuities is discussed in the Federal Tax Matters section of this prospectus. The Contracts offer both variable and fixed investment options.
     The variable investment options are Subaccounts of Annuity Investors® Variable Account B (the “Separate Account”). The Contracts currently offer 46 Subaccounts. Each Subaccount invests in shares of a registered investment company or a portfolio of a registered investment company (each, a “Portfolio”). The Portfolios are listed below.
     
AIM Variable Insurance Funds
  Financial Investors Variable Insurance Trust
-AIM V.I. Capital Development Fund-Series I Shares
  -Ibbotson Balanced ETF Asset Allocation Portfolio-Class II
-AIM V.I. Core Equity Fund-Series I Shares
  -Ibbotson Conservative ETF Asset Allocation Portfolio-Class II
-AIM V.I. Financial Services Fund-Series I Shares
  -Ibbotson Growth ETF Asset Allocation Portfolio-Class II
-AIM V.I. Global Health Care Fund -Series I Shares
-AIM V.I. High Yield Fund-Series I Shares
-AIM V.I. Small Cap Equity Fund-Series I Shares
  -Ibbotson Income /Growth ETF Asset Allocation Portfolio-Class II

Franklin Templeton Variable Insurance Products Trust
-Templeton Foreign Securities Fund-Class 2
American Century Variable Portfolios
   
-American Century VP Large Company Value Fund-Class I
  Janus Aspen Series
-American Century VP Mid Cap Value Fund-Class I
  -Janus Aspen Series Balanced Portfolio-Institutional Shares
-American Century VP Ultraâ Fund-Class I
  -Janus Aspen Series Forty Portfolio-Institutional Shares
-American Century VP Vista SM Fund-Class I
  -Janus Aspen Series International Growth Portfolio-Inst. Shares
 
  -Janus Aspen Series Large Cap Growth Portfolio-Inst. Shares
Calamos® Advisors Trust
  -Janus Aspen Series Mid Cap Growth Portfolio-Inst. Shares
-Calamos Growth and Income Portfolio
   
 
  Oppenheimer Variable Account Funds
Davis Variable Account Fund, Inc.
  -Oppenheimer Balanced Fund/VA-Non-Service Shares
-Davis Value Portfolio
  -Oppenheimer Capital Appreciation Fund/VA-NS Shares
 
  -Oppenheimer Main Street Fund®/VA-Non-Service Shares
The Dreyfus Socially Responsible Growth Fund, Inc. -Initial Shares
   
 
  PIMCO Variable Insurance Trust
Dreyfus Stock Index Fund, Inc.-Initial Shares
  -PIMCO VIT Real Return Portfolio-Administrative Class
 
  -PIMCO VIT Total Return Portfolio-Administrative Class
Dreyfus Investment Portfolios
   
-Dreyfus IP MidCap Stock Portfolio-Service Shares
  Van Kampen-The Universal Institutional Funds, Inc.
-Dreyfus IP Technology Growth Portfolio-Initial Shares
  -Van Kampen UIF Core Plus Fixed Income Portfolio-Class I
 
  -Van Kampen UIF Mid-Cap Growth Portfolio-Class I
Dreyfus Variable Investment Funds
  -Van Kampen UIF U.S. Mid Cap Value Portfolio-Class I
-Dreyfus VIF Appreciation Portfolio-Initial Shares
  -Van Kampen UIF U.S. Real Estate Portfolio-Class I
-Dreyfus VIF Developing Leaders Portfolio-Initial Shares
  -Van Kampen UIF Value Portfolio-Class I
-Dreyfus VIF Growth and Income Portfolio-Initial Shares
   
-Dreyfus VIF Money Market Portfolio
  Wilshire Variable Insurance Trust
 
  -Wilshire 2010 Moderate Fund
DWS Investments VIT Funds
  -Wilshire 2015 Moderate Fund
-DWS Small Cap Index VIP-Class A
  -Wilshire 2025 Moderate Fund
 
  -Wilshire 2035 Moderate Fund
 
  -Wilshire 2045 Moderate Fund

 


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The fixed investment options are provided through the Company’s Fixed Account. The Contracts currently offer 2 fixed investment options: the Fixed Accumulation Account option and the Fixed Account One-Year Guarantee option. This prospectus includes information you should know before investing in the Contracts. This prospectus is not complete without the current prospectuses for the Portfolios. Please keep this prospectus and the Portfolio prospectuses for future reference.
A Statement of Additional Information (“SAI”), dated May 1, 2007, contains more information about the Separate Account and the Contracts. The SAI is part of this prospectus. The table of contents for the SAI is printed on the last page of this prospectus. For a free copy of the SAI, complete and return the form on the last page of this prospectus, or call us at 1-800-789-6771. You may also access the SAI (as well as all other documents filed with the Securities and Exchange Commission (“SEC”) with respect to the Contracts, the Separate Account or the Company) at the SEC’s web site: www.sec.gov. The registration number for the Contracts is 333-51955.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
These securities may be sold by a bank or credit union, but are not financial institution products.
  The Contracts are not FDIC or NCUSIF insured.
  The Contracts are obligations of the Company and not of the bank or credit union.
  The bank or credit union does not guarantee the Company’s obligations under the Contracts.
  The Contracts involve investment risk and may lose value.
This prospectus relates to 2 versions of The Commodore Independence contract—the 2007 version and the 1998 version.
The 2007 version is not available in all states. To find out which version of the Contract is available in the state where you live, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, 1-800-789-6771.
Some provisions in the 2007 version differ from the corresponding provisions in the 1998 version. We have noted these differences in this prospectus. Please refer to the form number on your Contract or certificate to determine the applicable Contract version.
     
2007 Version Form Numbers   1998 Version Form Numbers
P 1813206 (individual contract)
  A 802 (NQ98)-3 and A 802 (Q98)-3 (individual contracts)
G 2010407 (group contract)
  G 802 (99)-3 (group contract)
C 2010507 (participant certificate )
  G 802 (99)-3 (participant certificate)
For assistance in identifying the version of the Contract that you own or the group Contract under which you are a participant, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

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TABLE OF CONTENTS
         
       
     
Contract Owner Transaction Expenses
     
 
       
Annual Contract Maintenance Fee
     
 
       
Separate Account Annual Expenses
     
 
       
Total Annual Portfolio Operating Expenses
     
 
       
Examples
     
 
       
     
Condensed Financial Information
     
 
       
Financial Statements
     
 
       
     
What is the Separate Account?
     
 
       
What Are the Contracts?
     
 
       
How Do I Purchase or Cancel a Contract?
     
 
       
Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?
     
 
       
 
       
What Other Charges and Deductions Apply to the Contract?
     
 
       
How Do I Contact the Company?
     
 
       
     
Portfolios
     
 
       
Additions or Substitutions of Portfolios
    11   
 
       
    12   
Charges and Deductions by the Company
    12   
 
       
Contract Maintenance Fee
    12   
Transfer Fee
    12   
Administration Charge
    13   
Mortality and Expense Risk Charge
    13   
Premium Taxes
    13   
Discretionary Waivers of Charges
    13   
Expenses of the Portfolios
    13   
 
       
    14   
Purchase Payments
    14   
 
       
Current Restrictions on Purchase Payment Amounts
    14   
Allocations to Investment Options
    15   
Additional Information about Fixed Account Options
    15   
Current Restrictions on Allocations
    15   
Renewal of Fixed Account One-Year Guarantee Period Option
    16   
 
       
    17   
Transfers
    17   
 
       
Current Restrictions on Transfers
    17   
Maximum transfer amounts
    17   
Automatic Transfer Programs
    17   
How to Request a Transfer
    18   
Changes in or Termination of Automatic Transfer Programs
    19   
Transfer Restrictions Related to Active Trading Strategies
    19   
 
       
    20   
Restrictions and Charges on Withdrawals and Surrenders
    20   
Deferral of Payment
    21   
Systematic Withdrawal
    21   
    21   
    22   

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Reports and Confirmations
    22   
 
    22   
Householding
    22   
 
       
Electronic Delivery of Required Documents
    22   
 
       
Voting of Portfolio Shares
    22   
 
       
    23   
Annuity Benefit
    23   
 
       
Annuity Commencement Date
    23   
Form of Annuity Benefit
    24   
Person Who Receives Annuity Benefit Payments
    24   
 
       
    25   
Death Benefit
    25   
 
       
Death Benefit Amount
    25   
Example of Determination of Death Benefit Amount
    26   
Death Benefit Commencement Date
    26   
Allocations and Transfers of Death Benefit Amount
    26   
Form of Death Benefit
    27   
Application of a Death Benefit to a Settlement Option
    27   
Person Who Receives Death Benefit Payments
    28   
Step Up in Account Value for Successor Owner
    28   
 
       
    29   
Settlement Options
    29   
 
       
Payments under Settlement Options
    29   
Considerations in Selecting a Settlement Option
    30   
 
       
    30   
Right to Cancel
    30   
 
       
Ownership Provisions
    31   
 
       
Owner
    31   
Successor Owner
    31   
Joint Owners
    31   
Transfer of Ownership
    31   
Assignment
    31   
Annuitant Provisions
    32   
 
       
Annuitant
    32   
Beneficiary Provisions
    32   
 
       
Payees under the Contract
    33   
 
       
Payees
    33   
Designation of Other Payees
    33   
 
       
    34   

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    34  
    35  
    36  
Tax Deferral on Annuities
    36  
 
     
Tax-Qualified Retirement Plans
    36  
 
     
Individual Retirement Annuities
    36  
Roth IRAs
    37  
Tax-Sheltered Annuities
    37  
Texas Optional Retirement Program
    37  
Pension, Profit—Sharing, and 401(k) Plans
    37  
Roth TSAs and Roth 401(k)s
    37  
Governmental Deferred Compensation Plans
    37  
Nonqualified Deferred Compensation Plans
    37  
 
     
Summary of Income Tax Rules
    38  
 
     
    39  
Fixed Dollar Payments
    39  
 
     
Variable Dollar Payments
    39  
 
     
    40  
Account Value
    40  
 
     
Accumulation Units
    40  
 
     
    42  
Yield Data
    42  
 
     
Total Return Data
    42  
 
     
Other Performance Measures
    42  
 
     
    43  
    44  
    45  
    56  
AIM Variable Insurance Funds
    56  
 
     
American Century Variable Portfolios, Inc.
    57  
 
     
Calamos® Advisors Trust
    58  
 
     
Davis Variable Account Fund, Inc.
    58  
 
     
Dreyfus Portfolios
    58  
 
     
DWS Investments VIT Funds (1)
    59  
 
     
Financial Investors Variable Insurance Trust
    60  
 
     
Franklin Templeton Variable Insurance Products Trust
    60  
 
     
Janus Aspen Series
    61  
 
     
Oppenheimer Variable Account Funds
    62  
 
     
PIMCO Variable Insurance Trust
    62  
 
     
Van Kampen-The Universal Institutional Funds, Inc.
    62  
 
     
Wilshire Variable Insurance Trust
    63  
 
     
    65  
Restrictions on Transfers; Disruptive Trading, Market Timing and Frequent Transfers
    65  
 
     
U.S. Mail Restrictions on Persons Engaged in Harmful Trading Practices
    65  
U.S Mail Restrictions on Managers of Multiple Contracts
    65  
Other Restrictions
    66  

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DEFINITIONS
The capitalized terms defined on this page will have the meanings given to them when used in this prospectus. Other terms that have a specific meaning under the Contracts, but which are not defined on this page, will be explained as they are used in this prospectus.
Account Value
The aggregate value of your interest in all of the Subaccounts and the Fixed Account options as of the end of any Valuation Period.
Accumulation Unit
A unit of measure used to calculate the value of a Subaccount before the Commencement Date. The value of an Accumulation Unit is referred to as the “Accumulation Unit Value.” See the Glossary of Financial Terms section of this prospectus for an explanation of how Accumulation Unit Values are calculated.
Annuitant
The natural person on whose life Annuity Benefit payments are based. More information about the Annuitant is included in the Contracts section of this prospectus.
Annuity Benefit
The payments that may be made under the Annuity Benefit section of the Contract.
Beneficiary
The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus.
Benefit Unit
A unit of measure used to determine the dollar value of any variable dollar payments after the Commencement Date. The value of a Benefit Unit is referred to as the “Benefit Unit Value.” See the Calculation of Benefit Payments and the Glossary of Financial Terms section of this prospectus for additional information about Benefit Units and an explanation of how Benefit Unit Values are calculated.
Contract Anniversary
The date in each year that is the annual anniversary of the Contract effective date. The Contract effective date is the date that the Contract is issued. The Contract effective date is set out on the Contract specifications page.
Contract Year
Each 12 month period that begins on the Contract effective date or on a Contract Anniversary.
Company
Annuity Investors Life Insurance Company®.
  Ø   The words “we” “us” and “our” in this prospectus also refer to Annuity Investors Life Insurance Company®.
Commencement Date
The Annuity Commencement Date if an Annuity Benefit is payable or the Death Benefit Commencement Date if a Death Benefit is payable.
  The Annuity Commencement Date is the first day of the first payment interval for which an Annuity Benefit payment is to be made. The Annuity Commencement Date is shown on the Contract specifications page.
  The Death Benefit Commencement Date is (1) the first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.
Contract

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An individual contract or interest in a group contract described in this prospectus.
Death Benefit
The benefit described in the Death Benefit section of the Contract.
Fixed Account
The Fixed Account is part of the Company’s general account. The Fixed Account options are listed in the “Allocations to Investment Options” section of this prospectus.
Owner
For purposes of this prospectus, references to Owner mean (1) the owner of an individual annuity contract or (2) the participant in a group annuity contract (even though the participant is not the owner of the group contract itself).
  Ø   The words “you” and “your” in this prospectus also refer to the Owner as defined above.
Portfolio
A registered investment company or a portfolio of a registered investment company in which the corresponding Subaccount invests. The Portfolios are listed on the cover page of this prospectus.
Purchase Payments
An amount paid to us for this Contract, less any fee charged by the person remitting payments and the deduction of applicable premium or other taxes.
Separate Account
Annuity Investors Variable Account B, which is an account that was established and is maintained by the Company.
Subaccount
A subdivision of the Separate Account. Each Subaccount invests in the shares of the corresponding Portfolio listed on the cover page of this Prospectus.
SEC
Securities and Exchange Commission.
Tax Qualified Contract
A contract that is intended to qualify for special tax treatment for retirement savings. The Contract specifications page indicates whether this Contract is a Tax-Qualified Contract.
Valuation Date
Each day on which the New York Stock Exchange is open for business.
Valuation Period
The period starting at the close of regular trading on the New York Stock Exchange on any Valuation Date and ending at the close of trading on the next succeeding Valuation Date.
Written Request
Information provided to us or a request made to us that is:
  complete and satisfactory to us and
 
  on our form or in a manner satisfactory to us and
 
  received by us at our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423.
A Written Request may, at our discretion, be made by telephone or electronic means.
We will treat a Written Request as a standing order. It may be modified or revoked only by a subsequent Written Request, when permitted by the terms of the Contract. A Written Request is subject to (1) any payment that we make before we acknowledge the Written Request and (2) any other action that we take before we acknowledge the Written Request.

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EXPENSE TABLES
These tables describe the fees and expenses you will pay when you buy or hold the Contract. No charges are imposed when you withdraw amounts from or surrender the Contract.
The first table describes the fees and expenses that you will pay at the time you buy the Contract, make a transfer between investment options, or borrow money under the Contract. Premium taxes may also be deducted.
Contract Owner Transaction Expenses
                 
    Current   Maximum
Sales load imposed on Purchase Payments
  None   None
Sales load imposed on withdrawals or on surrenders
  None   None
Transfer Fee
  $ 25 *   $ 30  
Automatic Transfer Program Fee
  None   $ 30  
Systematic Withdrawal Fee
  None   $ 30  
 
*   This fee currently applies to transfers in excess of 12 in any Contract Year.
         
Loan Interest Spread**
    3.00 %
 
**   The Loan Interest Spread is the difference between the amount of interest we charge you for a loan and the amount of interest we credit to that portion of the Contract used to secure the loan.
The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.
Annual Contract Maintenance Fee
         
Annual Contract Maintenance Fee
  $ 40  
Separate Account Annual Expenses
Separate Account annual expenses are shown as a percentage of the average value of the Owner’s interest in the Subaccounts.
                                         
                            Enhanced Contracts
    Standard                   With Administration
    Contracts   Enhanced Contracts*   Charge Waived*
Mortality and Expense Risk Charge
    1.25 %     0.95 %     0.75 %     0.95 %     0.75 %
Administration Charge
    0.15 %     0.15 %     0.15 %     0.00 %     0.00 %
 
                                       
Total Separate Account Annual Expenses
    1.40 %     1.10 %     0.90 %     0.95 %     0.75 %
 
*   When we expect to incur reduced sales and servicing expenses, we may issue a Contract with a reduced mortality and expense risk charge. These Contracts are referred to as “Enhanced Contracts.” When we also expect to incur reduced administrative expenses, we may waive the Administration Charge for Enhanced Contracts.

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The next table shows the minimum and maximum total operating expenses of the Portfolios that you may pay periodically during the time that you own the Contract. Portfolio operating expenses are deducted from Portfolio assets and include management fees, distribution and service (12b-1) fees, acquired fund fees and expenses, and other expenses. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus of that Portfolio.
Total Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, including management fees, distribution and service (12b-1) fees, acquired fund fees and expenses, and other expenses)
                 
    Minimum   Maximum
Before any fee reduction or expense reimbursement
    0.27 %     10.73 %
After contractual fee reductions and/or expense reimbursements
    0.27 %     1.67 %
The information about Portfolio expenses that we used to prepare this table was provided to us by the Portfolios. We have not independently verified the Portfolio expense information. The minimum and maximum expenses shown in the table are for the year ended December 31, 2006, except as noted below. Actual expenses of a Portfolio in future years may be higher or lower.
The maximum expenses shown in the table are the expenses of the Wilshire 2045 Moderate Fund (the “Wilshire Fund”). The Wilshire Fund is structured as a “fund of funds” and invests in other investment companies (the “Acquired Funds”). As a result, the Wilshire Fund will likely incur higher expenses than funds that invest directly in securities. The expenses shown in the table for the Wilshire Fund include fees and expenses of the Acquired Funds. The Wilshire Fund’s expenses before any reduction or reimbursement reflect the small asset base of the Wilshire Fund, which commenced operations on May 1, 2006. The Wilshire Fund’s expenses after reductions and/or reimbursements reflect that (1) its adviser has contractually agreed to waive management fees and/or reimburse expenses through April 30, 2008, so that the Wilshire Fund’s expenses, excluding the fees and expenses of the Acquired Funds will not exceed 0.50% and (2) two components (other expenses and expense reimbursements) of the Wilshire Fund’s total expenses were calculated as of April 10, 2007 to reflect asset growth in the Wilshire Fund since December 31, 2006.

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Examples
These examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include the Contract Owner transaction expenses (described in the first table above), the annual contract maintenance fee and the Separate Account annual expenses (described in the second table above), and Portfolio operating expenses (described in the third table above). Your actual costs may be higher or lower than the costs shown in the examples.
Assumptions
  You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.
  The annual contract maintenance fee of $40 and Separate Account annual expenses of 1.40% are incurred.
  The maximum Portfolio expenses before reimbursement (10.73%) or after reimbursement (1.67%) are incurred or the minimum Portfolio expenses (0.27%) are incurred.
  Table #1 assumes that you surrender your Contract at the end of the indicated period.
  Table #2 assumes that you annuitize your Contract at the end of the indicated period or you keep your Contract and leave your money in your Contract for the entire period.
     (1) If you surrender your Contract at the end of the period:
                                 
    1 year     3 years     5 years     10 years  
Maximum portfolio expenses before reimbursement
  $ 1,189     $ 3,511     $ 5,787     $ 11,476  
Maximum portfolio expenses after reimbursement
  $ 355     $ 1,133     $ 2,011     $ 4,713  
Minimum portfolio expenses
  $ 213     $ 686     $ 1,230     $ 2,955  
     (2) If you annuitize your Contract at the end of the period or keep your Contract for the entire period:
                                 
    1 year     3 years     5 years     10 years  
Maximum portfolio expenses before reimbursement
  $ 1,189     $ 3,511     $ 5,787     $ 11,476  
Maximum portfolio expenses after reimbursement
  $ 355     $ 1,133     $ 2,011     $ 4,713  
Minimum portfolio expenses
  $ 213     $ 686     $ 1,230     $ 2,955  

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FINANCIAL INFORMATION
Condensed Financial Information
Condensed financial information for the Contracts is set forth in Appendix A to this prospectus. This information includes the following information for the standard Contracts and the enhanced Contracts:
  year-end accumulation unit values for each Subaccount from December 31, 1997 to December 31, 2006 (or from the end of the year of inception to December 31, 2006)
  number of accumulation units outstanding as of the end of each period.
Financial Statements
The financial statements and reports of the independent registered public accounting firm of the Company and of the Separate Account are included in the Statement of Additional Information.

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OVERVIEW
What is the Separate Account?
The Separate Account is an account that was established and is maintained by the Company. It is a unit investment trust registered with the SEC under the Investment Company Act of 1940. The Separate Account is divided into Subaccounts. Each Subaccount invests in shares of the corresponding Portfolio listed on the cover page of this prospectus. If you choose a variable investment option, you are investing in a Subaccount, not directly in the corresponding Portfolio.
What Are the Contracts?
The Contracts are individual and group deferred annuities, which are insurance products. The Contracts are sold with either a standard or an enhanced fee structure, as described in the Expense Tables of this prospectus.
The Contracts are available in both tax-qualified and non-tax-qualified forms, both of which are designed to be eligible for tax-deferred investment status. See the Federal Tax Matters section of this prospectus for more information about tax qualifications and taxation of annuities in general.
Before the Commencement Date, you can allocate Purchase Payments among any of the variable investment options currently offered and two Fixed Account options.
  The variable investment options are the Subaccounts. Each Subaccount invests in a Portfolio. You bear the risk of any investment gain or loss on amounts allocated to the Subaccounts.
  The Fixed Account options earn a fixed rate of interest declared by us, which will be at least 3% per year. We guarantee amounts invested in a Fixed Account option and the earnings on those amounts so long as those amounts remain in the Fixed Account option.
After the Commencement Date, payments can be allocated between variable dollar benefit and fixed dollar benefit options. If a variable dollar benefit option is selected, Benefit Units can be allocated to any of the Subaccounts that are then available.
How Do I Purchase or Cancel a Contract?
The requirements to purchase a Contract are explained in The Contracts section of this prospectus. You may purchase a Contract only through a registered securities representative.
You may cancel a Contract within 20 days after you receive it. The right to cancel may be longer in some states. In many states, you will bear the risk of investment gain or loss on any amounts allocated to the Subaccounts prior to cancellation. The right to cancel may not apply to group Contracts. The right to cancel is described more fully in the Right to Cancel section of this prospectus.
Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?
There are no charges imposed on withdrawals from the Contracts or surrenders of the Contracts, except that the annual Contract maintenance fee will be deducted at the time of a surrender. Withdrawal and surrender procedures are described in the Withdrawals and Surrenders section of this prospectus.
A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances. Tax consequences of a withdrawal or a surrender are described in the Federal Tax Matters section of this prospectus. The right to withdraw or surrender may be restricted under certain tax-qualified retirement plans.

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What Other Charges and Deductions Apply to the Contract?
We will charge the fees and charges listed below unless we reduce or waive the fee or charge as discussed in the Charges and Deductions section of this prospectus. The mortality and expense risk charge may never be entirely waived.
  An annual Contract maintenance fee, which is assessed only against investments in the Subaccounts
  A transfer fee for certain transfers among investment options
  An administration charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts
  A mortality and expense risk charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts
  Premium taxes, if any
In addition to charges and deductions under the Contracts, the Portfolios incur expenses that are passed through to you. Portfolio expenses for the fiscal year ended December 31, 2006 are described in the prospectuses and statements of additional information for the Portfolios.
How Do I Contact the Company?
Any questions or inquiries should be directed to our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423, 1-800-789-6771. Please include the Contract number and your name. You may also contact us through our web site, www.gafri.com.

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THE PORTFOLIOS
Portfolios
The Separate Account currently is divided into 46 Subaccounts.. Each Subaccount invests in the corresponding Portfolio listed below. The current Portfolio prospectuses, which accompany this prospectus, contain additional information concerning the investment objectives, policies and practices of each Portfolio, the investment advisory services and administrative services of each Portfolio, and the expenses of each Portfolio.
You should read the Portfolio prospectuses carefully before making any decision concerning the allocation of Purchase Payments to, or transfers among, the Subaccounts.
There is no assurance that the Portfolios will achieve their stated objectives. The SEC does not supervise the management or the investment policies and/or practices of any of the Portfolios.
All dividends and capital gains distributed by the Portfolios are reinvested in the Separate Account and reflected in Accumulation Unit Values. Portfolio dividends and net capital gains are not distributed to Owners.
The Portfolios are available only through insurance company separate accounts and certain qualified retirement plans. Though a Portfolio may have a name and/or investment objectives that are similar to those of a publicly available mutual fund, and/or may be managed by the same investment advisor that manages a publicly available mutual fund, the performance of the Portfolio is entirely independent of the performance of any publicly available mutual fund. Neither the Company nor the Portfolios make any representations or assurances that the investment performance of any Portfolio will be the same or similar to the investment performance of any publicly available mutual fund.
     
Portfolio    
AIM Variable Insurance Funds   Adviser and Type of Fund
AIM V.I. Capital Development Fund
  A I M Advisors, Inc.
Series I Shares
  Mid cap growth
AIM V.I. Core Equity Fund
  A I M Advisors, Inc.
Series I Shares
  Large cap blend
AIM V.I. Financial Services Fund
  A I M Advisors, Inc.
Series I Shares
  Sector
AIM V.I. Global Health Care Fund
  A I M Advisors, Inc.
Series I Shares
  Sector
AIM V.I. High Yield Fund
  A I M Advisors, Inc.
Series I Shares
  High yield bond
AIM V.I. Small Cap Equity Fund
  A I M Advisors, Inc.
Series I Shares
  Small cap blend
 
   
American Century Variable Portfolios, Inc.
   
 
   
American Century VP Large Company Value Fund
  American Century Investment Management, Inc.
Class I Shares
  Large cap value
American Century VP Mid Cap Value Fund
  American Century Investment Management, Inc.
Class I Shares
  Mid cap value
American Century VP Ultraâ Fund
  American Century Investment Management, Inc.
Class I Shares
  Large cap growth
American Century VP VistaSM Fund
  American Century Investment Management, Inc.
Class I Shares
  Mid cap growth
 
   
Calamosâ Advisors Trust
   
 
   
Calamos Growth and Income Portfolio
  Calamos Advisors LLC
 
  Convertibles

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Portfolio    
AIM Variable Insurance Funds   Adviser and Type of Fund
Davis Variable Account Fund, Inc.
   
Davis Value Portfolio
  Davis Selected Advisers, L.P.
 
  Sub-Adviser--Davis Selected Advisers-NY, Inc.
 
  Large cap blend
 
   
Dreyfus Portfolios
   
 
   
Dreyfus Investment Portfolios MidCap Stock Portfolio
  The Dreyfus Corporation
Service Shares
  Mid cap blend
Dreyfus Investment Portfolio Technology Growth Portfolio
  The Dreyfus Corporation
Initial Shares
  Sector
The Dreyfus Socially Responsible Growth Fund, Inc.
  The Dreyfus Corporation
Initial Shares
  Large cap growth
 
  The Dreyfus Corporation
 
  Index Manager--Mellon Equity Associates (an
Dreyfus Stock Index Fund, Inc.
  affiliate of Dreyfus)
Initial Shares
  Large cap blend
 
  The Dreyfus Corporation
Dreyfus Variable Investment Fund Appreciation Portfolio
  Sub-Adviser--Fayez Sarofim & Co
Initial Shares
  Large cap blend
Dreyfus Variable Investment Fund Developing Leaders
   
Portfolio
  The Dreyfus Corporation
Initial Shares
  Small cap blend
Dreyfus Variable Investment Fund Growth and Income
   
Portfolio
  The Dreyfus Corporation
Initial Shares
  Large cap blend
Dreyfus Variable Investment Fund Money Market Portfolio
  The Dreyfus Corporation
 
  Money market
 
   
DWS Investments VIT Funds
   
 
   
 
  Deutsche Asset Management, Inc.
DWS Small Cap Index VIP
  Sub-Adviser--Northern Trust Investments, N.A.
Class A
  Small cap blend
 
   
Financial Investors Variable Insurance Trust
   
 
  ALPS Advisers, Inc.
Ibbotson Balanced ETF Asset Allocation Portfolio
  Sub-Adviser--Ibbotson Associates, Inc.
Class II
  Asset allocation
 
  ALPS Advisers, Inc.
Ibbotson Conservative ETF Asset Allocation Portfolio
  Sub-Adviser--Ibbotson Associates, Inc.
Class II
  Asset allocation
 
  ALPS Advisers, Inc.
Ibbotson Growth ETF Asset Allocation Portfolio
  Sub-Adviser--Ibbotson Associates, Inc.
Class II
  Asset allocation
 
  ALPS Advisers, Inc.
Ibbotson Income and Growth ETF Asset Allocation Portfolio
  Sub-Adviser--Ibbotson Associates, Inc.
Class II
  Asset allocation
 
   
Franklin Templeton Variable Insurance Products Trust
   
 
  Advisor--Templeton Investment Counsel, LLC
 
  Sub-Advisor--Franklin Templeton Investment
Templeton Foreign Securities Fund
  Management Limited
Class 2
  Foreign large cap value
 
   
Janus Aspen Series
   
Janus Aspen Series Balanced Portfolio
  Janus Capital Management LLC
Institutional Shares
  Balanced
Janus Aspen Series Forty Portfolio
  Janus Capital Management LLC
Institutional Shares
  Large cap growth

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Portfolio    
AIM Variable Insurance Funds   Adviser and Type of Fund
Janus Aspen Series International Growth Portfolio
  Janus Capital Management LLC
Institutional Shares
  Foreign large cap growth
Janus Aspen Series Large Cap Growth Portfolio
  Janus Capital Management LLC
Institutional Shares
  Large cap growth
Janus Aspen Series Mid Cap Growth Portfolio
  Janus Capital Management LLC
Institutional Shares
  Mid cap growth
 
   
Oppenheimer Variable Account Funds
   
Oppenheimer Balanced Fund/VA
  OppenheimerFunds
Non-Service Shares
  Balanced
Oppenheimer Capital Appreciation Fund/VA
  OppenheimerFunds
Non-Service Initial Shares
  Large cap growth
Oppenheimer Main Street Fund®/VA
  OppenheimerFunds
Non-Service Initial Shares
  Large cap blend
 
   
PIMCO Variable Insurance Trust
   
PIMCO VIT Real Return Portfolio
  Pacific Investment Management Company LLC
Administrative Class
  Inflation-indexed bond
PIMCO VIT Total Return Portfolio
  Pacific Investment Management Company LLC
Administrative Class
  Intermediate term bond
 
   
Van Kampen—The Universal Institutional Funds, Inc.
   
Van Kampen UIF Core Plus Fixed Income Portfolio
  Van Kampen(1)
Class I
  Intermediate term bond
Van Kampen UIF Mid Cap Growth Portfolio
  Van Kampen(1)
Class I
  Mid cap growth
Van Kampen UIF U.S. Mid Cap Value Portfolio
  Van Kampen(1)
Class I
  Mid cap value
Van Kampen UIF U.S. Real Estate Portfolio
  Van Kampen(1)
Class I
  Specialty-real estate
Van Kampen UIF Value Portfolio
  Van Kampen(1)
Class I
  Large cap value
 
   
Wilshire Variable Insurance Trust
   
Wilshire 2010 Moderate Fund
  Wilshire Associates Incorporated
 
  Target maturity
Wilshire 2015 Moderate Fund
  Wilshire Associates Incorporated
 
  Target maturity
Wilshire 2025 Moderate Fund
  Wilshire Associates Incorporated
 
  Target maturity
Wilshire 2035 Moderate Fund
  Wilshire Associates Incorporated
 
  Target maturity
Wilshire 2045 Moderate Fund
  Wilshire Associates Incorporated
 
  Target maturity
 
(1)   Morgan Stanley Investment Management Inc., which does business in certain instances using the name “Van Kampen,” serves as the investment advisor to the U.S. Mid Cap Value, Value, Core Plus Fixed Income and U.S. Real Estate Portfolios.
Each Ibbotson Portfolio and each Wilshire Portfolio listed in the table above is structured as a “fund of funds.” A “fund of funds” attempts to achieve its investment objective by investing in other investment companies (each, an “Acquired Fund”), which in turn invest directly in securities. Each Ibbotson Portfolio and each Wilshire Portfolio indirectly incurs a proportionate share of the expenses of each Acquired Fund in which it invests. As a result of this fund of funds structure, the Ibbotson Portfolios and the Wilshire Portfolio will likely incur higher expenses than funds that invest directly in securities.

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Additions or Substitutions of Portfolios
New Subaccounts may be established when, in our sole discretion, marketing, tax, investment or other conditions warrant. Any new Subaccounts will be made available to existing Owners on a basis to be determined by us and that is not discriminatory. We do not guarantee that any of the Subaccounts or any of the Portfolios will always be available for allocation of Purchase Payments or variable dollar payments or for transfers. We may substitute the shares of a different portfolio or a different class of shares for shares held in a Portfolio.
In the event of any addition, merger, combination or substitution, we may make such changes in the Contract as may be necessary or appropriate to reflect such event. Additions, mergers, combinations or substitutions may be due to an investment decision by us, or due to an event not within our control, such as liquidation of a Portfolio or an irreconcilable conflict of interest between the Separate Account and another insurance company that offers the Portfolio. We will obtain approval of additions, mergers, combinations or substitution from the SEC to the extent required by the Investment Company Act of 1940, or other applicable law. We will also notify you before we make a substitution.

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CHARGES AND DEDUCTIONS
Charges and Deductions by the Company
We assess two types of charges and deductions. We assess charges to the Contract, which are reflected in the Account Value of the Contract, but not in Accumulation Unit Values or Benefit Unit Values. These charges are the annual Contract maintenance fee, transfer fees, and premium taxes, where applicable. We also assess charges against the Separate Account. These charges are reflected in the Accumulation Unit Values and Benefit Unit Values. These charges are the administration charge and the mortality and expense risk charge.
Except as described below, we will never charge more to a Contract than the fees and charges described below, even if our actual expenses exceed the total fees and charges collected. If the fees and charges that we collect exceed the actual expenses that we incur, the excess will be profit to us and will not be returned to Owners.
ü   Net asset value   The amount computed by a Portfolio as the price at which the Portfolio’s shares are purchased and redeemed. It is computed no less frequently than each Valuation Period.
Contract Maintenance Fee
     
Purpose of Fee
  To offset expenses incurred in issuing the Contracts and in maintaining the Contracts and the Separate Account.
 
   
Amount of Fee
  $40.00 per year.
 
   
When Assessed
  Before the Commencement Date, we deduct this fee as of the Valuation Period after each Contract Anniversary that this Contract is in effect. After the Commencement Date, we deduct a portion of the annual fee from each variable dollar payment. We also deduct the full annual fee at the time of a surrender.
 
   
Assessed Against What
  Amounts invested in the Subaccounts. The fee does not apply to the Fixed Account. Before the Commencement Date, we deduct this fee pro rata from the Subaccounts in which the Contract has an interest at that time. After the Commencement Date, if variable payments are to be made, we deduct a pro rata portion of the annual fee from each payment.
 
   
Waivers
  Before the Commencement Date if the Account Value is at least $40,000 on the date the fee is due (individual Contracts only). After the Commencement Date if the amount applied to a variable dollar benefit is at least $40,000 (individual Contracts only). In our discretion where we incur reduced sales and servicing expenses. After the Commencement Date where required to satisfy state law.

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Transfer Fee
   
 
   
Purpose of Fee
  To offset costs incurred in administering the Contracts.
 
   
Amount of Fee
  $25 for each transfer in excess of 12 in any Contract Year. We reserve the right to change the amount of this fee at any time.
 
   
When Assessed
  Before the Commencement Date.
 
   
Assessed Against What
  Deducted from amount transferred.
 
   
Waivers
  Currently, the transfer fee does not apply to transfers associated with the dollar cost averaging, interest sweep and portfolio rebalancing programs. Transfers associated with these programs do not count toward the 12 free transfers permitted in a Contract Year. We reserve the right to eliminate this waiver at any time. We reserve the right to change the amount of the transfer fee in the future, or the number of transfers that can be made without incurring the transfer fee. We also reserve the right to charge fees for the automatic transfer programs described in the Transfers section of this prospectus, and/or for the systematic withdrawal program described in the Withdrawals and Surrenders section of this prospectus, if we determine, in our discretion, that such charges are necessary to offset the costs of administering the programs.
 
   
Administration Charge
   
 
   
Purpose of Charge
  To offset expenses incurred in administering the Contracts and the Separate Account.
 
   
Amount of Charge
  Daily charge equal to 0.000411% of the daily net asset value for each Subaccount, which corresponds to an annual effective rate of 0.15%.
 
   
When Assessed
  Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date.
 
   
Assessed Against What
  Amounts invested in the Subaccounts. This charge does not apply to the Fixed Account.
 
   
Waivers
  May be waived or reduced in our discretion where we incur reduced sales and servicing expenses.
 
   
Mortality and Expense Risk Charge
 
   
Purpose of Charge
  As compensation for assuming mortality and expense risks under the Contract.
 
   
 
 
   We assume mortality risks because we are obligated under the Contracts to make Annuity Benefit payments and Death Benefit payments.
 
   
 
 
   We assume expense risks because our actual expenses in administering the Contracts and the Separate Account could exceed the amount recovered through the Contract maintenance fees, transfer fees and administration charges.
 
   
Amount of Charge
  Daily charge equal to 0.003446% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 1.25%.
 
   
When Assessed
  Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date.
 
   
Assessed Against What
  Amounts invested in the Subaccounts. This charge does not apply to the Fixed Account.
 
   
Waivers
  When we expect to incur reduced sales and servicing expenses, we may issue a Contract with a reduced mortality and expense risk charge. These Contracts are referred to as “Enhanced Contracts.” The mortality and expense risk charge under an Enhanced Contract is either:
 
   
 
 
   a daily charge of 0.002615% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.95%, or
 
   
 
 
   a daily charge of 0.002063% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.75%.

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Premium Taxes
Currently some state governments impose premium taxes on annuity purchase payments. These taxes currently range from zero to 3.5% depending upon the jurisdiction. A federal premium tax has been proposed but not enacted. We will deduct any applicable premium taxes from the Purchase Payments or the Account Value at the time that the tax is imposed.
Discretionary Waivers of Charges
We will look at the following factors to determine if we will waive a charge, in part or in full, due to reduced sales and servicing expenses: (1) the size and type of the group to which sales are to be made, (2) the total amount of Purchase Payments to be received, and (3) any prior or existing relationship with us. We would expect to incur reduced sales and servicing expenses in connection with Contracts offered to our employees and employees of our subsidiaries and/or affiliates. There may be other circumstances, of which we are not presently aware, that could result in reduced sales and servicing expenses. In no event will we waive a charge where such waiver would be unfairly discriminatory to any person.
Expenses of the Portfolios
In addition to charges and deductions by the Company, each Portfolio incurs management fees and other expenses that are described in the prospectus and statement of additional information for the Portfolio. Portfolio expenses, like Separate Account expenses, are reflected in Accumulation Unit Values and Benefit Unit Values.

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PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS
Generally you can make one or more Purchase Payments at any time before the Annuity Commencement Date. We will allocate Purchase Payments to the available Subaccounts and Fixed Account options according to your instructions.
You can control the allocation of investments through transfers or through the following investment programs offered by the Company: dollar cost averaging, portfolio rebalancing, and interest sweep. These programs and telephone, facsimile and Internet transfer procedures are described in the Transfers section of this prospectus.
Purchase Payments
Purchase Payments must be received by us at our Variable Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423. Upon request, we will provide you with a receipt as proof of payment.
Current Restrictions on Purchase Payment Amounts
         
    Tax Qualified Contract   Non Tax Qualified Contract
 
Minimum amounts
       
 
       
Minimum initial Purchase Payment
  $20,000   $20,000
Minimum additional Purchase Payment
  $50   $100
 
       
Maximum amounts
       
Maximum single Purchase Payment
  $500,000 or Company approval   $500,000 or Company approval
We reserve the right to increase or decrease the minimum and maximum Purchase Payment amounts, at our discretion and at any time, where permitted by law.
We will apply your initial Purchase Payment to your account using the following rules.
  If the application form is in good order, we will apply the initial Purchase Payment within 2 business days of receipt of the Purchase Payment.
  If the application form is not in good order, we will attempt to get the application form in good order within 5 business days. If the application form is not in good order at the end of 5 business days, we will inform the applicant of the reason for the delay and that the Purchase Payment will be returned immediately unless he or she specifically agrees that we may keep the Purchase Payment until the application form is in good order. Once the application form is in good order, we will apply the Purchase Payment within 2 business days.
We will apply each additional Purchase Payment to your account as of the Valuation Date on which we receive the Purchase Payment and any related allocation instructions in good order. If any portion of the additional Purchase Payment is allocated to a Subaccount, we will apply it at the next Accumulation Unit Value calculated after we receive the Purchase Payment and related allocation instructions in good order.
Allocations to Investment Options
You can allocate Purchase Payments in whole percentages to any of the available Subaccounts or Fixed Account options. Allocation instructions must be made by Written Request.
     
Subaccount Options   Fixed Account Options
  |
See the Portfolios section of this prospectus for a list of the currently available Subaccounts.
  The currently available Fixed Account options for individual Contracts are:
 
   
 
 
  Fixed Accumulation Account
 
   
 
 
  Fixed Account One-Year Guarantee Period
 
   
 
  The Fixed Account options are not available under group Contracts.

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Interests in the Subaccounts are securities registered with the SEC. You bear the risk of investment gain or loss on amounts allocated to the Subaccounts.
Interests in the Fixed Account options are not securities and are not registered with the SEC. We guarantee amounts allocated to the Fixed Account options and interest credited to the Fixed Account options.
Additional Information about Fixed Account Options
Amounts allocated to the Fixed Account options will receive a stated rate of interest of at least 3% per year. We may from time to time pay a higher current interest rate for either Fixed Account option. The interest rate credited to each Purchase Payment allocated to the Fixed Accumulation Account will not be changed for at least 12 months following the date on which we receive the Purchase Payment. Thereafter, it will not be changed more frequently than once per calendar quarter. The interest rate credited to amounts that you transfer to the Fixed Accumulation Account will not be changed more frequently than once per calendar quarter. The interest rate credited to an amount held under the Fixed Account One-Year Guarantee Period will not be changed until the end of the one-year period. Your Contract contains more information about the Fixed Account options, including information about how and when interest rates are determined and changed and how and when interest is credited to amounts allocated to the Fixed Account options.
Current Restrictions on Allocations
     
Minimum Allocations
   
 
   
     Minimum allocation to any Subaccount
  $ 10
 
   
     Minimum allocation to Fixed Accumulation Account
  $ 10
Not available under group Contracts.
 
   
     Minimum allocation to Fixed Account One-Year Guarantee Period
  $ 2,000
 
  Not available under group Contracts.
 
  No amounts may be allocated to this option if the guarantee period ends after the Annuity Commencement Date.
 
   
Allocation During Right to Cancel Period
  No current restrictions, however, we reserve the right to require that Purchase Payment(s) be allocated to the money market Subaccount or to the Fixed Accumulation Account during the right to cancel period.
We may, in our sole discretion, restrict or prohibit allocations to Subaccounts or Fixed Account options from time to time on a nondiscriminatory basis.
Renewal of Fixed Account One-Year Guarantee Period Option
An amount that is allocated or transferred to the Fixed Account One-Year Guarantee Period option will mature at the end of one year. We will notify you of the date on which the amount matures and the Fixed Account options available at that time.
When an amount matures, you may transfer it to any of the Fixed Account options or Subaccounts that are then available to you under this Contract. We must receive a Written Request to transfer the maturing amount within the 30 day period that ends on the date that the amount matures. The transfer will be effective on the day after the amount matures.
If you do not transfer the amount, then we will apply it to a new guarantee period under the same option if it is then available to you. The interest rate for the new period will be the then current rate for that option. If that option is not available to you, then the amount will be transferred to the Fixed Accumulation Account. The renewal or transfer will be effective on the day after the amount matures.
1998 Version   An amount that was allocated or transferred to any of the then available Fixed Account options with a guarantee period will mature at the end of the period. When an amount matures, you may transfer it as indicated above. No amount may be allocated to a guarantee period option that would extend beyond the Owner’s 85th birthday or 5 years after the effective date of the Contract, if later (the “85/5 restriction”). If you do not transfer the amount, then we will apply it to a new guarantee period under the One-Year Guarantee Period Option. If that guarantee period is not available due to the 85/5 restriction, then the amount will be transferred to the Fixed Accumulation Account.

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TRANSFERS
Transfers
Before the Commencement Date, you may transfer amounts among Subaccounts, between Fixed Account options (where available), and/or between Subaccounts and Fixed Account options (where available).
A transfer is effective on the Valuation Date during which we receive the request for transfer. We will process transfers to a Subaccount at the Accumulation Unit Value calculated after we receive the transfer request in good order.
Current Restrictions on Transfers
     
Minimum transfer amounts
   
 
   
     Minimum transfer from any Subaccount
  $500 or balance of Subaccount, if less
 
   
     Minimum transfer from any Fixed Account option
  $500 or balance of Fixed Account option, if less No amounts may be transferred from a Fixed Account option during the first Contract Year
Amounts transferred from Fixed Account options to Subaccounts may not be transferred back to Fixed Account options for a period of 6 months from the date of the original transfer.
 
   
     Minimum transfer to Fixed Account One-Year
Guarantee Period
  $2,000
Not available under group Contracts.
No amounts may be transferred to this option if the guarantee period ends after the Annuity Commencement Date.
 
   
Maximum transfer amounts
   
 
   
     Maximum transfer from a Fixed Account option
  If a transfer is made in connection with a renewal of the Fixed Account One-Year Guarantee Period option, the entire amount that has matured may be transferred.
Other transfers from a Fixed Account option during a Contract Year may not exceed the greater of (1) $500 and (2) 20% of the value of that option as of the most recent Contract Anniversary.
We may, in our sole discretion, restrict or prohibit any type of transfer or the availability of any Subaccount or Fixed Account option on a nondiscriminatory basis. We may modify our transfer procedures at any time and at our sole discretion.

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Automatic Transfer Programs
Before the Commencement Date, we offer the automatic transfer services described below. To enroll in one of these programs, you will need to complete the appropriate authorization form, which you can obtain from us by calling 1-800-789-6771. There are risks involved in switching between investment options available under the Contract.
Currently, the transfer fee does not apply to dollar cost averaging, portfolio rebalancing, or interest sweep transfers, and transfers under these programs will not count toward the 12 transfers permitted under the Contract without a transfer fee charge.
             
      Minimum    
Service   Description   Account Requirements   Limitations/Notes
Dollar Cost Averaging

Dollar cost averaging requires regular investments regardless of fluctuating price levels and does not guarantee profits or prevent losses in a declining market. You should consider your financial ability to continue dollar cost averaging transfers through periods of changing price levels.
  Automatic transfers
from the money market Subaccount to any other Subaccount(s), or

from the Fixed Accumulation Account option (where available) to any Subaccount(s) on a monthly or quarterly basis.
  Source of funds must be at least $10,000. Minimum transfer per month is $500.

When balance of source of funds falls below $500, entire balance will be allocated according to dollar cost averaging instructions.
  Dollar cost averaging transfers may not be made to any of the Fixed Account options. The dollar cost averaging transfers will take place on the last Valuation Date of each calendar month or quarter as requested by the Owner.
 
           
Portfolio Rebalancing
Portfolio rebalancing does not guarantee profits or prevent losses in a declining market.
  Automatically transfer amounts between the Subaccounts and the Fixed Accumulation Account option (where available) to maintain the percentage allocations selected by the Owner.   Minimum Account Value of $10,000.   Transfers will take place on the last Valuation Date of each calendar quarter. Portfolio rebalancing will not be available if the dollar cost averaging program or an interest sweep from the Fixed Accumulation Account option is being utilized.
 
           
Interest Sweep
  Automatic transfers of the income from any Fixed Account option(s) to any Subaccount(s).   Balance of each Fixed Account option selected must be at least $5,000. Maximum transfer from each Fixed Account option selected is 20% of such Fixed Account option’s value per year. Amounts transferred under the interest sweep program will reduce the 20% maximum transfer amount otherwise allowed.   Interest sweep transfers will take place on the last Valuation Date of each calendar quarter. Interest sweep is not available from the Seven-Year Guaranteed Interest Rate Option if the Principal Guarantee Program is selected.

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How to Request a Transfer
Currently, you may make a transfer request by Written Request or any of the following alternate methods:
  by telephone at 1-800-789-6771
  by facsimile at 513-412-3766 or
  over the Internet through our web site at www.gafri.com.
All transfer requests must comply with the terms of the Contract. We accept transfer instructions once each Valuation Period. Once instructions have been accepted, they may not be rescinded; however, new instructions may be given the following Valuation Period.
You may place transfer requests by telephone, by facsimile or over the Internet between 9:30 a.m. and 4:00 p.m. Access to these alternate methods of placing transfer requests, particularly through our web site, may be limited or unavailable during periods of peak demand, system upgrading and maintenance, or for other reasons. We may withdraw the right to make transfers by telephone, facsimile or over the Internet upon 10 days’ written notice to affected Contract Owners.
We will not be liable for complying with transfer instructions that we reasonably believe are genuine, or for any loss, damage, cost or expense in acting on such instructions. In addition, we will not be liable for refusing to comply with transfer instructions that we reasonably believe are not genuine, or for any loss, damage, cost or expense for failing to act on such instructions. You or the person controlling payments will bear the risk of such loss. We will employ reasonable procedures to determine that telephone, facsimile or Internet instructions are genuine. If we do not employ such procedures, we may be liable for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, tape recording telephone instructions or requiring use of a unique password or other identifying information.
Changes in or Termination of Automatic Transfer Programs
You may change any automatic transfer instructions that are in place or may terminate your participation in any of the automatic transfer programs at any time. To change your instructions or to terminate your participation, you must send us a Written Request by U.S. or overnight mail, or by facsimile at 513-412-3766. You must give us at least 30 days’ notice to change any automatic transfer instructions that are already in place or to terminate your participation in an automatic transfer program.
We may terminate, suspend or modify any aspect of the automatic transfer programs described above without prior notice to you, as permitted by applicable law. Any such termination, suspension or modification will not affect automatic transfer programs already in place.
We may also impose an annual fee for participation in an automatic transfer program or increase the current annual fee, as applicable, in such amount(s) as we may then determine to be reasonable. The maximum amount of the annual fee that we would impose for participating in each automatic transfer program is $30.
Transfer Restrictions Related to Active Trading Strategies
Neither the Contracts described in this prospectus nor the underlying Portfolios are designed to support active trading strategies that involve frequent movement between or among Subaccounts (sometimes referred to as “market-timing” or “short-term trading”). Persons who intend to use an active trading strategy should consult a financial advisor and request information on variable annuity contracts that offer underlying Portfolios designed specifically to support active trading strategies.
We have implemented several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. Appendix C to this prospectus contains more information about these processes and restrictions.

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WITHDRAWALS AND SURRENDERS
You can access your Account Value before the Annuity Commencement Date through withdrawals from the Contract, Contract loans (if available), or a surrender of the Contract. Contract loans are described more fully in the next section of this prospectus.
You may take withdrawals from the Contract at any time before the Annuity Commencement Date. Withdrawals must be made by Written Request. The amount of the withdrawal must be at least $500. No withdrawal can be made that would reduce the Account Value of the Contract to less $500. A withdrawal will result in the cancellation of Accumulation Units from each of the applicable Subaccounts and/or a reduction in the value of your interest in the applicable Fixed Account options. Unless the Written Request states otherwise, the reduction in each Subaccount and Fixed Account option will be in the same proportion as the reduction in the total Account Value. If you wish to specify the Subaccount(s) and/or Fixed Account option(s) from which you wish to make a withdrawal and the amount of the withdrawal to be taken from each specified Subaccount and/or Fixed Account option, you must include this information in the Written Request.
You may surrender a Contract in full for the Account Value at any time before the Annuity Commencement Date. A full surrender will terminate the Contract. Surrenders must be made by Written Request. The amount available for surrender will be the Account Value at the end of the Valuation Period in which the Written Request for surrender is received by us. Any fee, charges, loans or applicable premium tax or other taxes not previously deducted will be deducted as part of the calculation of the Account Value.
    Please review the explanation of a Written Request in the Definitions section of this prospectus.
An amount paid on a withdrawal or surrender may be paid to or for another annuity or tax-qualified account in an exchange, transfer, or rollover to the full extent allowed by federal tax law.
A withdrawal or surrender is effective on the Valuation Date during which we receive the Written Request for withdrawal or surrender in good order. A withdrawal or surrender that results in the cancellation of Accumulation Units will be processed at the next Accumulation Unit Value calculated after we receive the Written Request in good order.
Restrictions and Charges on Withdrawals and Surrenders
         
    Tax Qualified Contracts   Non Tax Qualified Contracts
 
Minimum withdrawal amount
  $500   $500
 
       
Minimum remaining Account Value
after a withdrawal
  $500   $500
 
       
Amount available for surrender (valued as of end of Valuation Period in which we receive the surrender request)
  Account Value subject to tax law or employer plan restrictions on withdrawals   Account Value subject to employer plan restrictions on withdrawals
 
       
Contract maintenance fee on
full surrender
  $40    
 
       
Tax penalty for early withdrawal
  When applicable, 10% of amount distributed before age 591/2 (25% for certain SIMPLE IRAs)    

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Deferral of Payment
We have the right to suspend or delay the date of payment of a withdrawal or surrender from the Subaccounts at certain times. We may do this for any period:
  when the New York Stock Exchange is closed or when trading on the New York Stock Exchange is restricted;
  when the SEC determines that an emergency exists as a result of which the disposal of securities in the Separate Account is not reasonably practicable or it is not reasonably practicable to determine fairly the value of the nets assets in the Separate Account; or
  when the SEC permits a suspension or delay in payment for the protection of security holders.
As permitted under certain state laws, we also reserve the right to delay the processing and payment of a withdrawal or surrender from the Fixed Account. We may delay processing and payment for up to 6 months after we receive your Written Request. If we delay processing and payment, we will comply with applicable state law.
Systematic Withdrawal
Before the Annuity Commencement Date, you may elect to automatically withdraw money from the Contract. The Account Value must be at least $10,000 in order to make a systematic withdrawal election. The minimum monthly amount that can be withdrawn is $100.
You may begin or discontinue systematic withdrawals at any time by Written Request. You must give us at least 30 days’ notice to change any systematic withdrawal instructions that are currently in place. We reserve the right to discontinue offering systematic withdrawals at any time.
Currently, we do not charge a fee for systematic withdrawal services. However, we reserve the right to impose an annual fee in such amount as we may then determine to be reasonable for participation in the systematic withdrawal program. If imposed, the fee will not exceed $30 annually.
Before electing a systematic withdrawal program, you should consult with a financial advisor. Systematic withdrawal is similar to annuitization, but will result in different taxation of payments and potentially a different amount of total payments over the life of the Contract than if annuitization were elected.

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CONTRACT LOANS
We may make loans to Owners of certain Tax Qualified Contracts. If loans are available under a Tax Qualified Contract, loan provisions are described in the loan endorsement to the Contract. These loans will be secured with an interest in the Contract. The collateral for the loan will be moved from the designated Subaccounts to the Fixed Accumulation Account option and will earn a fixed rate of interest applicable to loan collateral. Loan amounts and repayment requirements are subject to provisions of the Internal Revenue Code. A default on a loan will result in a taxable event. You should consult a tax advisor before exercising loan privileges.
A loan, whether or not repaid, will have a permanent effect on the Account Value of a Contract because the collateral cannot be allocated to the Subaccounts or Fixed Account One-Year Guarantee Period option. The longer the loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. If the investment results are greater than the interest rate being credited on collateral while the loan is outstanding, the Account Value will not increase as rapidly as it would have increased if no loan were outstanding. If investment results are below that interest rate, the Account Value will be higher than it would have been if no loan had been outstanding.
TERMINATION
We reserve the right to terminate any Contract at any time that the Account Value is less than $500. If we terminate the Contract, we will pay you the Account Value less any fees and charges, loans, and applicable premium tax or other taxes not previously deducted.
A group Contract may be terminated on 60 days advance notice, in which case participants will be entitled to continue their interests on a deferred, paid-up basis, subject to our termination right as described above.

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OTHER INFORMATION
Reports and Confirmations
At least once each Contract Year, we will mail reports of the Contract’s Account Value and any other information required by law to you. We will not send these reports after the Commencement Date or a full surrender of the Contract, whichever is first.
We will confirm receipt of any Purchase Payments made after the initial Purchase Payment in quarterly statements of account activity.
Householding
If you and other Owners at a shared address consented to receive only one copy of each prospectus, annual report, or other required document per household (“householding”), you may revoke your consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com if you wish to receive separate documents.
If you are currently receiving multiple copies of required documents, you may contact us at 1-800-789-6771 or www.gafri.com for additional information about householding.
Electronic Delivery of Required Documents
If you wish to receive prospectuses, SAIs, annual reports, and other required documents only in electronic form, you must give your consent to electronic delivery. You may revoke this consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com for additional information about electronic delivery of documents.
Voting of Portfolio Shares
To the extent required by law, we will vote all Portfolio shares held in the Separate Account at regular and special shareholder meetings of the respective Portfolios. The Portfolios are not required to hold annual or other regular meetings of shareholders.
Before the Commencement Date, we will vote Portfolio shares according to instructions of Owners, unless we are permitted to vote shares in our own right. We will solicit voting instructions in accordance with procedures established by the respective Portfolios. Each person or entity having a voting interest in a Subaccount will receive proxy material, reports and other material relating to the appropriate Portfolio.
We will calculate the number of votes for which you may provide voting instructions separately for each Subaccount. We will determine the number by applying your percentage interest, if any, in a particular Subaccount to the total number of votes attributable to that Subaccount. We will determine your percentage interest and the total number of votes as of the record date established by that Portfolio for voting purposes.
We will also vote or abstain from voting shares for which we receive no timely instructions and shares we hold as to which Owners have no beneficial interest (including shares held by us as reserves for benefit payments*). We will vote or abstain from voting such shares in proportion to the voting instructions we receive from Owners of all Contracts participating in the Subaccount.
  *   Neither the Owner nor payee has any interest in the Separate Account after the Commencement Date. Benefit Units are merely a measure of the amount of the benefit payments we are obligated to pay on each payment date.

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ANNUITY BENEFIT
     
Annuity Benefit    
üAnnuity Benefit
  The payments that may be made under the Annuity Benefit section of the Contract.
 
   
üAnnuity Benefit Amount
  The Account Value, reduced by any fees and charges, loans, and applicable premium tax or other taxes not previously deducted, will be used to provide Annuity Benefit payments under the Contract.
 
   
üAnnuity Commencement Date
  The first day of the first payment interval for which an Annuity Benefit payment is to be made.
When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected. Upon annuitization, the Account Value is no longer available to you. Annuity Benefit payments are based on the Account Value. Annuity Benefit payments may be calculated and paid as variable dollar payments, fixed dollar payments, or a combination of both The stream of payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. You (or the applicable payee) bear the risk that any variable dollar payment may be less than the initial variable dollar payment or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.
Annuity Commencement Date
The Annuity Commencement Date is set out on the Contract specification page. You may change the Annuity Commencement Date by Written Request. We must receive the Written Request at least 30 days before the date that the Annuity Benefit payments are scheduled to begin.
      Ø Please review the explanation of a Written Request in the Definitions section of this prospectus.
You should consider the following rules when designating the Annuity Commencement Date.
     
Tax Qualified Contract   Non Tax Qualified Contract
The Annuity Commencement Date generally must be no later than the Contract Anniversary following your 70th birthday. The Annuity Commencement Date can be later only if we agree.
  The Annuity Commencement Date generally must be no later than (1) the Contract Anniversary following the 85th birthday of the elder of you or any joint owner or (2) five years after the effective date of the Contract, whichever is later. The Annuity Commencement Date can be later only if we agree

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Form of Annuity Benefit
You may elect to have Annuity Benefit payments made pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both.
You may elect a settlement option or change your election by Written Request. The election or any change in your election must be made before the Annuity Commencement Date. We must receive your Written Request at least 30 days before the Annuity Commencement Date.
If you have not made an election as to the form of settlement option, we will attempt to contact you to ascertain the form of settlement option to be used. If you do not select a settlement option, Annuity Benefit payments will be made annually under the terms of Settlement Option B with a fixed period of 10 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Annuity Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Annuity Commencement Date.
1998 Version   If you do not select a settlement option, Annuity Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option B for a period of 10 years.
If this Contract is a Tax Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.
Ø   Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.
Person Who Receives Annuity Benefit Payments
Annuity Benefit payments generally will be made to the Annuitant as payee. There are 2 exceptions to this general rule.
  If you are not the Annuitant, you can elect to have the Annuity Benefit payments made to yourself as payee.
 
  Annuity Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.
Annuity Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.
For group contracts, Annuity Benefit payments will be made to the Participant as payee. Any Annuity Benefit amounts remaining payable on his or her death will be paid to the contingent payee designated by the Participant by Written Request. We may reject the naming of a non-natural payee. The Participant will be the person on whose life any Annuity Benefit payments are based.
      Ø Please review the explanation of a Written Request in the Definitions section of this prospectus.

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DEATH BENEFIT
Death Benefit
     
üBeneficiary
  The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus .
 
   
üDeath Benefit
  The benefit described in the Death Benefit section of the Contract.
 
   
üDeath Benefit Commencement Date(1)
  The first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.
 
   
üDeath Benefit Valuation Date
  The earlier of (1) the date that we have received both Due Proof of Death and a Written Request with instructions as to the form of the Death Benefit and (2) the Death Benefit Commencement Date.
 
   
üDue Proof of Death
  A certified copy of a death certificate or a certified copy of a decree made by a court of competent jurisdiction as to the finding of death. We will also accept other proof that is satisfactory to us.
      Ø Please review the explanation of a Written Request in the Definitions section of this prospectus.
A Death Benefit will be paid under this Contract if you or a joint owner dies before the Annuity Commencement Date and before the Contract is surrendered.
A Death Benefit will also be paid under the following circumstances.
  You or a joint owner is a non-natural person and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.
  The Contract is a Tax Qualified Contract and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.
If your surviving spouse becomes a successor owner of the Contract, no Death Benefit will be paid on your death.
Only one Death Benefit will be paid under the Contract. No Death Benefit will be paid until we receive Due Proof of Death. If a Death Benefit becomes payable, it will be in lieu of all other benefits under the Contract and all other rights under this Contract will be terminated.
Death Benefit Amount
The amount of the Death Benefit will be based on the greater of (1) the Account Value on the Death Benefit Valuation Date and (2) the total of all Purchase Payments, reduced proportionally for any withdrawals. Any reduction in the Purchase Payments that we make to reflect withdrawals will be made in the same percentage as the percentage reduction in your Account Value on the date of the withdrawal.
Example of Determination of Death Benefit Amount
This example is intended to help you understand how a withdrawal impacts the Death Benefit amount.
Assuming your total Purchase Payments equal $100,000, your Account Value is $90,000, you withdraw $10,000 from the Contract, and you are left with an Account Value of $80,000.
 
Step One: Calculate the proportional reduction.
                     
1
    $80,000
 
$90,000
  Account Value immediately after withdrawal
Account Value immediately before withdrawal
  =  11.1111%   Percentage
Reduction
 
                     
$100,000
  Purchase
Payments
  x  11.1111%   Percentage
Reduction
  =  $11,111   Proportional
Reduction
 
Step Two: Calculate the reduced Purchase Payment amount.
         
     Purchase Payments
  $ 100,000  
     Less proportional reduction for withdrawals
    - 11,111  
 
       
     Purchase Payments reduced for withdrawals
  $ 88,889  
 
Step Three: Determine the Death Benefit amount.
      Immediately after the withdrawal, the reduced Purchase Payments of $88,889 is greater than the Account Value of $80,000, so the Death Benefit amount would be $88,889.
1998 Version   The Death Benefit will be an amount equal to the greater of (1) the Account Value as of the Death Benefit Valuation Date and (2) 100% of the Purchase Payment(s) received by us, less any amounts returned to you.
The death benefit amount will be reduced by any applicable premium tax or other taxes not previously deducted and by any outstanding loans.

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Death Benefit Commencement Date
The Beneficiary may designate the Death Benefit Commencement Date by Written Request. The Written Request must be made within one year of the death of the applicable person. If no designation is made, then the Death Benefit Commencement Date will be one year after the death.
      Ø Please review the explanation of a Written Request in the Definitions section of this prospectus.
Allocations and Transfers of Death Benefit Amount
On the Death Benefit Valuation Date, we will allocate the Death Benefit amount among the Subaccounts and the Fixed Account options. This allocation will be made in the same proportion as the value of each option bears to the total Account Value as of the end of the Valuation Period immediately before that date. After this allocation, the amount of the Death Benefit to be paid will be based on the Account Value.
Between the Death Benefit Valuation Date and the Death Benefit Commencement Date, the Beneficiary may transfer funds among the Subaccounts and the Fixed Account options. These transfers are subject to the limitations described in the Transfers section and Appendix C of this prospectus.
Form of Death Benefit
You may elect to have Death Benefit payments made in one lump sum or pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both. There is no additional charge associated with the form of Death Benefit election.
The election must be made before your death. You may change the election at any time before your death. The election or any change in the election must be made by Written Request.
If you do not make any election, the Beneficiary may make that election after your death and before the Death Benefit Commencement Date. A Beneficiary may change the Beneficiary’s own election by Written Request. We must receive the Written Request at least 30 days before the Death Benefit Commencement Date.
If neither you nor the Beneficiary has made an election, Death Benefit payments will be made annually under the terms of Settlement Option A with a fixed period of 4 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Death Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Death Benefit Commencement Date.
1998 Version   If you do not select a settlement option, Death Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option A for a period of 4 years.
Ø   Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.
The Beneficiary generally will be the person on whose life any Death Benefit payments under a settlement option will be based. If the Beneficiary is a non-natural person, the Beneficiary may elect to have payments under a life option based on the life of a person to whom the Beneficiary is obligated. This election must be made by Written Request before the Death Benefit Commencement Date.
      Ø Please review the explanation of a Written Request in the Definitions section of this prospectus.
If this Contract is a Tax-Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax-qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.
Application of a Death Benefit to a Settlement Option
When a Death Benefit is applied to a settlement option, we promise to pay a stream of benefit payments for the duration of the settlement option selected. Benefit payments are based on the Account Value. Benefit payments may be calculated and paid as variable dollar payments, fixed dollar payments, or a combination of both. The stream of

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payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. The Beneficiary (or the applicable payee) bears the risk that any variable dollar payment may be less than the initial variable dollar payment, or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.
Person Who Receives Death Benefit Payments
Death Benefit payments generally will be made to the Beneficiary as payee. There are 2 exceptions to this general rule.
  If the Beneficiary is a non-natural person, the Beneficiary may elect to have Death Benefit payments made to a payee to whom the Beneficiary is obligated to make corresponding payments.
  Death Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.
Death Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.
Step Up in Account Value for Successor Owner
If your spouse becomes the successor owner of the Contract, the Account Value may be increased. There is no additional charge associated with this feature.
  The Account Value will be increased to equal the amount of the Death Benefit that would have been payable if your spouse had not become the successor owner.
  If the Death Benefit that would have been payable is equal to the Account Value on the applicable date, the Account Value will not be increased.
If the Account Value is increased under this provision, we will add the amount of the increase to the Fixed Accumulation Account.
Any increase under this provision will occur as of the date that would have been the Death Benefit Valuation Date. The date that would have been the Death Benefit Valuation Date will be the later of (1) the date that we receive Due Proof of Death or (2) the date we receive the successor owner election. This date will never be later than one year after the date of your death.

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SETTLEMENT OPTIONS
Settlement Options
We will make periodic payments under the standard forms of settlement options described below. More than one settlement option may be elected if the requirements for each settlement option elected are satisfied.
We will make periodic payments in any other form of settlement option that is acceptable to us at the time of any election. All elected settlement options must comply with pertinent laws and regulations. Once payment begins under a settlement option that is contingent on the life of a specified person or persons, the settlement option may not be changed or commuted (i.e., redeemed at present value). Other settlement options may be commuted on a basis acceptable to you and us at the time of the commutation request.
     
Option   Description
Option A
Income for a Fixed Period
  We will make periodic payments for a fixed period of 5 to 30 years. (Payment intervals of 1 to 4 years are available for Death Benefit settlement options only.)
 
   
Option B
Life Annuity with Payments for a Fixed
Period
  We will make periodic payments for at least a fixed period. If the person on whose life benefit payments are based lives longer than the fixed period, then we will make payments until his or her death.
 
   
Option C Joint and One-Half Survivor Annuity
  We will make periodic payments until the death of the primary person on whose life benefit payments are based. After the death of the primary person, we will make one-half of the periodic payment until the death of the secondary person on whose life benefit payments are based.
Payments under Settlement Options
Payments under any settlement option may be in fixed dollar payments, variable dollar payments, or a combination of both. Payments under any settlement option may be in monthly, quarterly, semi-annual or annual payment intervals. The first payment will be paid as of the last day of the initial payment interval. If the amount of any regular payment under the form of settlement option elected would be less than $50, an alternative form of settlement option will have to be elected. In our discretion, we may require benefit payments to be made by direct deposit or wire transfer to the account of a designated payee.
If payment under a settlement option depends on whether a specified person is still alive, we may at any time require proof that the person is still living. We will require proof of the age of any person on whose life payments are based. If more than one person is the payee under a settlement option, we will make payments to the payees jointly. No more than 2 persons may be initial payees under Option C.
We may modify minimum amounts, payment intervals and other terms and conditions at any time without prior notice to you. If we change the minimum amounts, we may change any current or future payment amounts and/or payment intervals to conform with the change.
Ø   Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.
Considerations in Selecting a Settlement Option
The dollar amount of benefit payments will vary with the frequency of the payment interval and the duration of the payments.
  Generally, the amount of each payment in a stream of payments will be less as the frequency of payments increases, or as the length of the payment period increases, because more payments will be paid.
  For life contingent settlement options (Option B and Option C), the amount of each payment in the stream of payments will generally be less as the life expectancy of the Annuitant or Beneficiary increases because more payments are expected to be paid.

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  All elected settlement options must comply with pertinent laws and governmental regulations and rulings, which may include restrictions on the length of time over which payments may be made and/or may require payments to be made within a certain time period or at certain times.
THE CONTRACTS
Each Contract is an agreement between you and us. Values, benefits and charges are calculated separately for each Contract. In the case of a group Contract, the agreement is between us and the group owner. An individual participant under a group Contract will receive a certificate of participation, which is evidence of the participant’s interest in the group Contract. A certificate of participation is not a Contract. Values, benefits and charges are calculated separately for each certificate issued under a Contract. The description of Contract provisions in this prospectus applies to the interests of certificate Owners, except where otherwise noted.
Because we are subject to the insurance laws and regulations of all the jurisdictions where we are licensed to operate, the availability of certain Contract rights and provisions in a given state may depend on that state’s approval of the Contracts. Where required by state law or regulation, the Contracts will be modified accordingly.
Right to Cancel
If you are the Owner of an individual Contract, you may cancel it by returning it and giving us written notice of cancellation. You have until midnight of the 20th day following the day you receive the Contract. The Contract must be returned and the required notice must be given to us, or to the agent who sold it to you, in person or by mail. If sent by mail, the return of the Contract or the notice is effective on the date it is postmarked, with the proper address and with postage paid. If you cancel your individual Contract as set forth above, the Contract will be void and we will refund the Purchase Payments plus or minus any investment gains or losses under the Contract as of the end of the Valuation Period during which we receive the returned Contract.
Federal law or the law of the state where you live may vary your cancellation rights.
  When required by state or federal law, we will refund the Purchase Payments without any investment gain or loss, during all or the applicable part of the right to cancel period.
  When required by state or federal law, we will refund the Purchase Payments in full, without deducting any fees or charges, during the right to cancel period.
  When required by state law, the right to cancel period may be longer than 20 days.
  When required by state law, the right to cancel may apply to group Contracts.
During the right to cancel period, we reserve the right to allocate all Purchase Payments temporarily to the Fixed Accumulation Account or a money market Subaccount, at our discretion. If we exercise this right, we will reallocate your Account Value as of the end of the right to cancel period. When we make this reallocation, we will follow the allocation instructions that you provided with your initial Purchase Payment.
Ownership Provisions
Owner
The Owner is the person with authority to exercise all of the ownership rights under a Contract, such as making allocations among investment options, electing a settlement option, and designating the Annuitant, Beneficiary and payee. If you live in a community property state and have a spouse at any time while you own this Contract, the laws of that state may vary your ownership rights.
An Owner must ordinarily be a natural person, or a trust or other legal entity holding a Contract for the benefit of a natural person. If the Owner or a joint owner is a non-natural person, then the age of the eldest Annuitant will be treated as the age of the owner for all purposes under this Contract.

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Successor Owner
In some cases, your spouse may succeed to the ownership of the Contract after your death. Specifically, if you die before the Annuity Commencement Date and your spouse is the surviving joint owner or sole surviving Beneficiary under the Contract, he or she will become the successor owner of the Contract if (1) you make that Written Request before your death or (2) after your death, your spouse makes that Written Request within one year of your death and before the Death Benefit Commencement Date. As successor owner, your spouse will then succeed to all rights of ownership under the Contact except the right to name another successor owner.
1998 Version   Your spouse may not succeed to the ownership of the Contract after your death unless the Contract was issued with an endorsement that permits your spouse to become the successor owner.
Joint Owners
     
Tax Qualified Contracts
  For an individual Contract, no joint owner is permitted.
 
   
Non Tax Qualified Contracts
  Two persons may jointly own the Contract. Each joint owner may exercise allocation and transfer rights independently. All other rights of ownership must be exercised by joint action.
 
   
 
  A surviving joint owner who is not the spouse of a deceased owner may not become a successor owner, but will be deemed to be the Beneficiary of the Death Benefit that becomes payable on the death of the first owner to die, regardless of any Beneficiary designation.
 
   
Transfer of Ownership
   
Tax Qualified Contracts
  You may not transfer, sell or in any way alienate your interest in the Contract except to the limited extent provided in the tax qualification endorsement.
 
   
Non Tax Qualified Contracts
  You may transfer ownership at any time during your lifetime. A transfer must be made by Written Request. Except as otherwise elected or required by law, a transfer of ownership will not cancel a designation of an Annuitant or Beneficiary or a settlement option election. A transfer of ownership may have adverse tax consequences
 
   
Assignment
   
Tax Qualified Contracts
  You may not pledge, charge, encumber, or in any way assign your interest in the Contract.
 
   
Non Tax Qualified Contracts
  You may assign all or any part of your rights under this Contract except the rights to:
 
  designate or change a Beneficiary
 
  designate or change an Annuitant
 
  transfer ownership and
 
  elect a settlement option.
 
  The person to whom rights are assigned is called an assignee. An assignment must be made by Written Request. We are not responsible for the validity of any assignment. If an assignment is allowed, the rights of an assignee, including the right to any payment under the Contact, come before the right of the Owner, Annuitant, Beneficiary, or other payee. An assignment may be ended only by the assignee or as provided by law.

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Annuitant Provisions
The Annuitant is the natural person on whose life Annuity Benefit payments are based.
Annuitant
     
Tax Qualified Contracts
  If this Contract is an individual contract, the Annuitant must be the Owner. If this Contract is a group contract, then the Annuitant is the designated participant in the group plan for whose benefit the Contract was purchased. The designation cannot be changed.
 
   
Non Tax Qualified Contracts
  The Annuitant is the person or persons designated by you. If you do not designate an Annuitant or if no Annuitant designated by you is surviving, then the Annuitant will be each Owner who is a natural person.
 
   
 
 
    A designation may name 2 or more natural persons jointly as the Annuitant. On the death of a joint Annuitant, the survivor will become the sole Annuitant.
 
 
    A designation may name a contingent Annuitant. A contingent Annuitant will become the Annuitant only if there is no surviving primary Annuitant.
 
   
 
  You generally may make or change a designation of Annuitant at any time before the Annuity Commencement Date. A designation of annuitant must be made by Written Request.
 
   
 
  The designation of Annuitant may not be made or changed if the Owner or a joint owner is a trustee or a non-natural person. Except as otherwise elected or as required by law, a change of Annuitant will not cancel a designation of a Beneficiary or a settlement option election.
Beneficiary Provisions
The Beneficiary is the person entitled to receive any Death Benefit under this Contract.
If there is a joint owner and that joint owner survives you, then that joint owner is the Beneficiary regardless of any designation of Beneficiary made by you. If there is no joint owner who survives you, than the Beneficiary is the person or persons that you designate. If there is no joint Owner or Beneficiary designated by you who survives you, then your estate will be the Beneficiary.
If a Beneficiary dies within 30 days after your death, we will assume that he or she did not survive you for purposes of this Contract.
You may designate 2 or more persons jointly as the Beneficiary. Unless you state otherwise, joint Beneficiaries who survive you will be entitled to equal shares. You may also designate one or more persons as contingent Beneficiary. Unless you state otherwise, a contingent Beneficiary will be entitled to a benefit only if there is no primary Beneficiary who survives you.
Unless you have specified that a prior designation of Beneficiary is irrevocable, you may make or change a designation of Beneficiary at any time before the Annuity Commencement Date. A designation of Beneficiary must be made by Written Request. Except as otherwise elected or as required by law, a change of Beneficiary will not cancel a designation of an Annuitant or a settlement option election.
The Beneficiary will be the measuring life for life contingent Death Benefit payments (Option C).

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Payees under the Contract
A payee is a person to whom benefits are paid under this Contract.
Payees
     
Tax Qualified Contracts
  You are the Annuitant under the Contract and, as the Annuitant, you are the payee of the Annuity Benefit.
 
   
Non Tax Qualified Contracts
  The Beneficiary is the payee of the Death Benefit. The Annuitant under the Contract is the payee of the Annuity Benefit. If you are not the Annuitant, you can elect to have the Annuity Benefit Payments made to you as payee.
 
   
 
  The Beneficiary is the payee of the Death Benefit.
 
   
Designation of Other Payees
   
 
   
Annuity Benefits
  You may designate a contingent payee to receive Annuity Benefit payments that are still payable after the death of the payee.
 
   
 
  If there is no such payee or contingent payee surviving, then we will make such payments to the person or person designated as contingent payee by the last payee who received payments.
 
   
 
  Failing that, we will make such payments to the estate of the last payee who received payments.
 
   
 
  Unless you have specified that a prior designation is irrevocable, you may change the payee or contingent payee at any time.
 
   
Death Benefits
  You may designate a contingent payee to receive Death Benefit payments that are still payable after the death of the Beneficiary.
 
   
 
  If there is no such payee or contingent payee surviving, then we will make such payments to the person or person designated as contingent payee by the Beneficiary.
 
   
 
  Failing that, we will make such payments to the estate of the last payee who received payments.
 
   
 
  A Beneficiary may not change a contingent payee designation made by you. A Beneficiary may make or change any other payee or contingent designation at any time.
A designation or change of payee or contingent payee must be made by Written Request. In any event, the Annuitant will be the person on whose life Annuity Benefits payments are based and the Beneficiary will be the person on whose life Death Benefit payments under a settlement option will be based. No change of payee or contingent payee at any time will change this.
Irrevocable naming of a Payee other than the Owner can have adverse tax consequences.

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ANNUITY INVESTORS LIFE INSURANCE COMPANY®
The Company is a stock life insurance company incorporated under the laws of the State of Ohio in 1981. The Company is principally engaged in the sale of variable and fixed annuity policies. The administrative office of the Company is located at 525 Vine Street, Cincinnati, Ohio 45202.
The Company is a wholly owned subsidiary of Great American Life Insurance CompanyÒ, which is a wholly owned subsidiary of Great American Financial ResourcesÒ, Inc. (“GAFRI”), a publicly traded insurance holding company (NYSE: GFR). GAFRI is in turn indirectly controlled by American Financial Group, Inc., a publicly traded holding company (NYSE: AFG).
We may from time to time publish in advertisements, sales literature and reports to Owners the ratings and other information assigned to the Company by one or more independent rating organizations such as A.M. Best Company, Standard & Poor’s, and Fitch. The purpose of the ratings is to reflect the financial strength and/or claims-paying ability of the Company. Each year A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect A.M. Best Company’s opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. Ratings of the Company do not reflect the investment performance of the Separate Account or the degree of risk associated with an investment in the Separate Account.
The obligations under the Contracts are obligations of the Company. The fixed benefits under this Contract are provided through the Fixed Account. The Fixed Account is part of our general account and its values are not dependent on the investment performance of the Subaccounts that make up the Separate Account. The variable benefits under this Contract are provided through the Separate Account, which is described below.
The Company and Great American Advisors ® , Inc., the principal underwriter of the Contracts, are involved in various kinds of routine litigation that, in management’s judgment, are not of material importance to their assets or the Separate Account. There are no pending legal proceedings against the Separate Account.
THE SEPARATE ACCOUNT
We established the Separate Account on December 19, 1996, as an insurance company separate account under the laws of the State of Ohio pursuant to resolution of our Board of Directors. It is divided into Subaccounts that invest in corresponding Portfolios.
The assets of the Separate Account will be held for the exclusive benefit of Owners of, and the persons entitled to payment under, the Contracts offered by this prospectus and all other contracts issued by the Separate Account. The assets of the Separate Account are owned by the Company, but they are held separately from the other assets of the Company. Under Ohio law, the assets of a separate account are not chargeable with liabilities incurred in any other business operation of the Company. Income, gains and losses incurred on the assets in the Separate Account, whether realized or not, are credited to or charged against the Separate Account, without regard to other income, gains or losses of the Company. Therefore, the performance of the Separate Account is entirely independent of the investment performance of our general account assets or any other separate account maintained by us.
We may operate the Separate Account as a management company or any other form permitted by law. We may de-register the Separate Account in the event such registration is no longer required. We may combine the Separate Account with one or more separate accounts. We would only take these actions if we deemed them to be in the best interest of persons having voting right under the Contracts.

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DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
Great American Advisors®, Inc. (“GAA”) is the principal underwriter of the contracts. Its business address is 525 Vine Street, Cincinnati, Ohio 45202. GAA is a wholly-owned subsidiary of Great American Financial Resources, Inc. and an affiliate of the Company.
The Contracts are sold by insurance agents who are also registered representatives of (1) GAA or (2) other broker-dealers that have entered into selling agreements with GAA. GAA and the other broker-dealers are registered under the Securities Exchange Act of 1934, and are members of the National Association of Securities Dealers, Inc. All registered representatives who sell the Contracts are appointed by the Company as insurance agents and are authorized under applicable state insurance regulations to sell variable annuity contracts.
The Company pays commissions to GAA for promotion and sale of the contracts. GAA retains the commissions for sales made through its registered representatives, or pays the commissions to other broker-dealers for sales made through their registered representatives. GAA and the other broker-dealers pay their registered representatives from their own funds. Commissions paid by us are calculated as a percentage of the purchase payments received for a contract or a percentage of the contract value (sometimes called a trail commission).
Commissions paid on the Contracts and payments for other services are not charged directly to you or your Account Value, but are charged indirectly through fees and charges imposed under the Contracts. If these fees and charges are not sufficient to cover the commissions and other payments, any deficiency will be made up from our general assets.
We paid the following amounts to GAA for the last three years: $1,757,857 for 2006, $1,995,224 for 2005, and $2,262,019 for 2004. These amounts include compensation related to other contracts issued through Annuity Investors Variable Account B.
A Portfolio may compensate the Company or GAA for the distribution and operational services that the Company or GAA provides and the costs that it incurs in providing these services. For example, each business day, we aggregate all purchase, redemption, and transfer requests from Contract owners with respect to a Portfolio and submit one request to the applicable Portfolio. As a result, the Portfolio does not incur the expenses related to processing individual requests from Contract owners. GAA also maintains the distribution network that supports the sale of our variable annuity products that invest in the Portfolios. Payments from a Portfolio to the Company or GAA for these services may be made pursuant to (1) the Portfolio’s Rule 12b-1 plan, in which case the payments are deducted from the Portfolio’s assets or (2) service, administration, sub-transfer or similar agreements between the Company or GAA and the Portfolio’s investment adviser or its affiliate.

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FEDERAL TAX MATTERS
This section provides a general description of federal income tax considerations relating to the Contracts. The purchase, holding and transfer of a Contract may have federal estate and gift tax consequences in addition to income tax consequences. Estate and gift taxation is not discussed in this prospectus or in the Statement of Additional Information. State taxation will vary depending on the state in which you reside, and is not discussed in this prospectus or in the Statement of Additional Information.
The tax information provided in the prospectus and Statement of Additional Information is not intended or written to be used as legal or tax advice. It is written solely to provide information related to the sale and holding of the Contracts. As a taxpayer, you cannot use it for the purpose of avoiding penalties that may be imposed under the tax laws. You should seek advice on legal or tax questions based on your particular circumstances from an independent attorney or tax advisor.
Tax Deferral on Annuities
Internal Revenue Code (“IRC”) Section 72 governs taxation of annuities in general. The income earned on a Contract is generally not included in income until it is withdrawn from the Contract. In other words, a Contract is a tax-deferred investment. The Contracts must meet certain requirements in order to qualify for tax-deferred treatment under IRC Section 72. These requirements are discussed in the Statement of Additional Information. In addition, tax deferral is not available for a Contract when the Owner is not a natural person unless the Contract is part of a tax-qualified retirement plan or the Owner is a mere agent for a natural person. For a nonqualified deferred compensation plan, this rule means that the employer as Owner of the Contract will generally be taxed currently on any increase in the Account Value, although the plan itself may provide a tax deferral to the participating employee. For a group nonqualified Contract where the Owner has no rights over the separate interests, this rule is applied to each participant who is not a natural person.
Tax-Qualified Retirement Plans
Annuities may also qualify for tax-deferred treatment, or serve as a funding vehicle, under tax-qualified retirement plans that are governed by other IRC provisions. These provisions include IRC Sections 401 (pension and profit sharing plans), 403(b) (tax-sheltered annuities), 408 and 408A (individual retirement annuities), and 457(g) (governmental deferred compensation plans). Tax-deferral is generally also available under these tax-qualified retirement plans through the use of a trust or custodial account without the use of an annuity.
The tax law rules governing tax-qualified retirement plans and the treatment of amounts held and distributed under such plans are complex. If the Contract is to be used in connection with a tax-qualified retirement plan, including individual retirement annuities (“IRAs”), you should seek competent legal and tax advice regarding the suitability of the Contract for the situation involved and the requirements governing the distribution of benefits.
Contributions to a tax-qualified Contract are typically made with pre-tax dollars, while contributions to a non-tax-qualified Contract are typically made from after-tax dollars, though there are exceptions in either case. Tax-qualified Contracts may also be subject to restrictions on withdrawals that do not apply to non-tax-qualified Contracts. These restrictions may be imposed to meet the requirements of the IRC or of an employer plan. Following is a brief description of the types of tax-qualified retirement plans for which the Contracts are available.
Individual Retirement Annuities
IRC Sections 219 and 408 permit individuals or their employers to contribute to an individual retirement arrangement known as an “Individual Retirement Annuity” or “IRA”. Under applicable limitations, an individual may claim a tax deduction for certain contributions to an IRA. Contributions made to an IRA for an employee under a Simplified Employee Pension (SEP) Plan or Savings Incentive Match Plan for Employees (SIMPLE) established by an employer will not be includable in the gross income of the employee until the employee receives distributions from the IRA. Distributions from an IRA are taxable to the extent that they represent contributions for which a tax deduction was claimed, contributions made under a SEP plan or SIMPLE, or income earned on the Contract.

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Roth IRAs
IRC Section 408A permits certain individuals to contribute to a Roth IRA. Contributions to a Roth IRA are not tax deductible. Tax-free distributions of contributions may be made at any time. Distributions of earnings are tax-free following the five-year period beginning with the first year for which a Roth IRA contribution was made if the Owner has attained age 591/2, become disabled, or died, or for qualified first-time homebuyer expenses.
Tax-Sheltered Annuities
IRC 403(b) of the Code permits contributions to a “tax-sheltered annuity” or “TSA” for the employees of public schools and certain charitable, religious, educational and scientific organizations described in IRC Section 501(c)(3). TSA contributions and Contract earnings are generally not included in the gross income of the employee until the employee receives distributions from the TSA. Amounts attributable to contributions made under a salary reduction agreement cannot be distributed until the employee attains age 591/2, severs employment, becomes disabled, incurs a hardship, or dies. The Texas ORP or any other plan under which the Contract was purchased may impose additional restrictions.
Texas Optional Retirement Program
The Texas Optional Retirement Program (“ORP”) provides for the purchase of IRC 403(b) Tax-Sheltered Annuities with fixed employer and employee contributions. Amounts attributable to such contributions cannot be distributed until the employee terminates employment from all Texas public institutions of higher education, retires, attains age 701/2, or dies. Amounts attributable to employer contributions vest after one year of participation. Distributions require written certification from the employer of the employee’s vesting status and, if the employee is living and under age 701/2, the employee’s retirement or other termination from employment.
Pension, Profit–Sharing, and 401(k) Plans
IRC Section 401 permits employers to establish various types of retirement plans for employees, and permits self-employed individuals to establish such plans for themselves and their employees. These plans may use annuity contracts to fund plan benefits. Generally, contributions are deductible to the employer in the year made, and contributions and earnings are generally not included in the gross income of the employee until the employee receives distributions from the plan. The IRC and the plan may impose restrictions on distributions. Purchasers of a Contract for use with such plans should seek competent advice regarding the suitability of the proposed plan documents and the Contract for their specific needs.
Roth TSAs and Roth 401(k)s
IRC Section 402A permits participants in certain TSA programs or 401(k) plans to designate some part or all of their future elective contributions as Roth contributions. Roth contributions to a TSA or 401(k) plan are included in the participant’s taxable income as earned. Distributions are considered to come proportionally from contributions and earnings. Distributions attributable to contributions are tax-free. Distributions attributable to earnings are tax-free following the five-year period beginning with the first year for which Roth contributions are made to the plan if the Owner has attained age 591/2, become disabled, or died. Amounts attributable to Roth TSA and Roth 401(k) contributions are subject to the same distribution restrictions that apply to other amounts attributable to TSA or 401(k) contributions made under a salary reduction agreement. The plan may impose additional restrictions.
Governmental Deferred Compensation Plans
State and local government employers may purchase annuity contracts to fund deferred compensation plans for the benefit of their employees described in IRC Section 457(b). Contributions and earnings are generally not included in the gross income of the employee until the employee receives distributions from the plan. Amounts cannot be distributed until the employee attains age 701/2, severs employment, becomes disabled, incurs an unforeseeable emergency, or dies. The plan may impose additional restrictions.
Nonqualified Deferred Compensation Plans
Employers may invest in annuity contracts in connection with unfunded deferred compensation plans for their employees. Such plans may include deferred compensation plans of non-governmental tax-exempt employers described in IRC Section 457(b); deferred compensation plans of both governmental and nongovernmental tax-exempt employers that are taxed under IRC Section 457(f) and subject to Section 409A; and nonqualified deferred compensation plans of for-profit employers subject to Section 409A. In most cases, these plans are designed so that amounts credited under the plan will not be includable in the employees’ gross income until paid under the plan. In these situations, the annuity contracts are not plan assets and are subject to the claims of the employer’s general creditors. Whether or not made from the Contract, benefits payments are subject to restrictions imposed by the IRC and the plan.

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Summary of Income Tax Rules
The following chart summarizes the basic income tax rules governing tax-qualified and non-tax-qualified Contracts.
             
    Tax-Qualified Contracts and Employer Plans   Basic Non-Tax-Qualified Contracts    
 
 
   IRC §401 (Pension, Profit–Sharing,
401(k))
  IRC §72 only    
 
 
   IRC §403(b) (Tax-Sheltered
Annuities)
       
 
 
   IRC §408 (IRA, SEP,
SIMPLE IRA)
       
 
 
   IRC §408A (Roth IRA)
       
 
 
   IRC §402A (Roth TSA or
Roth 401(k))
       
 
 
   IRC §457
       
Plan Types
 
   IRC §409A (Nonqualified Deferred
Compensation)
       
 
           
Who May Purchase a
Contract
  Natural person, employer, or employer plan. Nonqualified deferred compensation plans will generally lose tax-deferred status of Contract itself.   Anyone. Non-natural person may purchase but will generally lose tax-deferred status.    
 
           
Restrictions on
Distributions
  Distributions from tax-qualified Contracts may be restricted to meet requirements of the Internal Revenue Code and/or terms of the retirement plan.   None.    
 
           
Taxation of Surrenders
  If there is an after-tax “investment in the contract,” a pro rata portion of the amount surrendered is taxable income based on the ratio of “investment in the contract” to Account Value. Usually, 100% of distributions from a qualified plan must be included in taxable income because there were no after-tax contributions and therefore no “investment in the contract.” Distributions from §408A Roth IRA or §402A Roth TSA or Roth 401(k) are completely tax free if certain requirements are met.   Account Value in excess of “investment in the contract” is included in taxable income. Generally, the “investment in the contract” will equal the sum of all purchase payments less prior non-taxable withdrawals. Surrenders are deemed to come from earnings first, and “investment in the contract” last. For a Contract purchased through a IRC §1035 exchange that includes contributions made before August 14, 1982, withdrawals are not taxable until those contributions have been returned in full.    
 
           
Taxation of Benefit Payments (annuity benefit payments or death benefit payments)   For fixed dollar benefit payments, a percentage of each payment is tax free equal to the ratio of after-tax “investment in the contract” (if any) to the total expected payments, and the balance is included in taxable income. For variable dollar payments, a specific dollar amount of each payment is tax free, as predetermined by a pro rata formula, rather than a percentage of each payment. In either case, once the after-tax “investment in the contract” has been recovered, the full amount of each benefit payment is included in taxable income. Distributions from a §408A Roth IRA or §402A Roth TSA or Roth 401(k) are completely tax free if certain requirements are met.
 
           
Taxation of Lump Sum Death Benefit   Taxed to recipient generally in same manner as full surrender.
 
           
Possible Penalty Taxes for Surrenders and Benefit Payments Before Age 591/2
  Taxable portion of payments made before age 591/2 may be subject to 10% penalty tax (or 25% for a SIMPLE IRA during the first two years of participation). Penalty taxes do not apply to payments after the participant’s death, or to §457 plans or §409A nonqualified deferred compensation plans. Other exceptions may apply.   Taxable portion of payments made before age 591/2 may be subject to a 10% penalty tax. Penalty taxes do not apply to payments after the Owner’s death. Other exceptions may apply.    
 
           
Assignment of Contract/Transfer of Ownership
  Assignment and transfer of Ownership generally not permitted.   Generally, deferred earnings taxable to transferor on transfer or assignment; transferee’s “investment in the contract” is increased by same amount. Gift tax consequences are not discussed herein.    
 
           
Federal Income Tax
Withholding
  Eligible rollover distributions from §401, §403(b), and governmental §457(b) plan Contracts are subject to 20% mandatory withholding on taxable portion unless direct rollover. Distributions under nongovernmental §457(b) plan, 457(f) plan, and nonqualified deferred compensation plan are subject to wage withholding. For all other payments, Payee may elect to have taxes withheld or not.   Generally, Payee may elect to have taxes withheld or not.    

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CALCULATION OF BENEFIT PAYMENTS
Fixed Dollar Payments
The amount to be applied to Fixed Dollar payments is the Fixed Account Value as of the Commencement Date. It will include the amount of any transfer to Fixed Dollar payments that is made from the Separate Account on that date. It will not include the amount of any transfer to Variable Dollar payments that is made from the Fixed Account as of the end of the Valuation Period that precedes the Commencement Date. The amount to be applied to payments will be reduced by any fees and charges, loans, or applicable premium tax or other taxes not previously deducted.
The Fixed Account Value for this Contract at any time is equal to:
1)   Purchase Payment(s) that are allocated to the Fixed Account options; plus
 
2)   amounts transferred to the Fixed Account; plus
 
3)   interest credited to the Fixed Account; less
 
4)   any withdrawals, surrender, deductions, and transfers from the Fixed Account; and less
 
5)   other charges and adjustments made as described elsewhere in this Contract.
Fixed Dollar payments are determined as follows. We start with the amount to be applied to Fixed Dollar payments, expressed in thousands of dollars. This amount is then multiplied by the amount of the periodic payment per $1,000 of value. This payment is obtained from the Settlement Option Table for the option that is elected. Fixed Dollar payments will remain level for the duration of the payment period.
Variable Dollar Payments
The amount to be applied to Variable Dollar payments is the Variable Account Value as of the end of the Valuation Period that precedes the Commencement Date. It will include the amount of any transfer to Variable Dollar payments that is made from the Fixed Account as of that same time. It will be reduced by the amount of any transfer to Fixed Dollar payments that is to be made from the Separate Account on the Commencement Date. An amount that is transferred from the Fixed Account will be allocated among the Subaccounts by Written Request.
At any time, the Variable Account Value for this Contract is equal to the sum of the values of your interest in each Subaccount. The value of your interest in a Subaccount is equal to the number of your Accumulation Units for that Subaccount multiplied by the Accumulation Unit Value for that Subaccount. These values are determined as of the end of the preceding Valuation Period. The amount to be applied to payments will be reduced by any fees and charges, loans, or applicable premium tax or other taxes not previously deducted.
The Variable Dollar base payment is determined as follows. We start with the amount to be applied to Variable Dollar payments, expressed in thousands of dollars. This amount is then multiplied by the amount of the periodic payment per $1,000 of value. This payment is obtained from the Settlement Option Table for the option that is elected.
The number of Benefit Units in each Subaccount held for Variable Dollar payments is determined as follows. We divide the dollar amount of the Variable Dollar base payment from each Subaccount by the Benefit Unit Value for that Subaccount as of the Commencement Date. The number of Benefit Units in each Subaccount will change if the Person Controlling Payments makes transfers among Subaccounts. The Benefit Units in each Subaccount will change proportionally to a change in the base payment due to any change in the payment interval or as specified by the settlement option. Otherwise, the number of Benefit Units remains fixed during the payment period.
The actual amount of each Variable Dollar payment will reflect the investment performance of the Subaccount(s) selected. It may vary from payment to payment. The total amount of each Variable Dollar payment will be equal to the sum of the payments from each Subaccount. We will deduct a pro-rata portion of the Contract Maintenance Fee from this total.
The payment from each Subaccount is found by multiplying the number of Benefit Units held in that Subaccount for such Variable Dollar payments by the Benefit Unit Value for that Subaccount. We do this as of the end of the fifth Valuation Period before the date that the payment is due. An explanation of how Benefit Unit Values are calculated is included in the Glossary of Financial Terms of this prospectus.

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GLOSSARY OF FINANCIAL TERMS
The following financial terms are explained in this section of the Prospectus: account value, variable account value, fixed account value, accumulation units, accumulation unit value, benefit unit value and net investment factor. Read these terms in conjunction with the other sections of this prospectus.
Account Value
The aggregate value of your interest in the Fixed Account options and all of the Subaccounts is referred to as the “Account Value.” The value of your interest in all of the Subaccounts is the “Variable Account Value. The value of your interest in all of the Fixed Account options is the “Fixed Account Value.”
The Account Value at any given time is the sum of: (1) amounts invested in the Fixed Account options plus the fixed rate(s) of interest earned on those amounts as of that time and (2) the value of your interest in the Subaccounts as of that time.
The value of your interest in a Subaccount at any time is equal to (1) the number of Accumulation Units for that Subaccount attributable to your Contract multiplied by (2) the Accumulation Unit Value for that Subaccount at the end of the preceding Valuation Period.
The Account Value at any time is net of any charges, deductions, surrenders, and/or outstanding loans incurred prior to or as of the end of that Valuation Period.
Accumulation Units
Purchase Payment(s) that are allocated to a Subaccount, and amounts that are transferred to a Subaccount, are converted into Accumulation Units. The number of Accumulation Units credited is determined by dividing the dollar amount directed to that Subaccount by the value of the Accumulation Unit for that Subaccount at the end of the Valuation Period during which the amount is received.
The following events will result in the cancellation of an appropriate number of Accumulation Units of a Subaccount:
1)   a transfer from a Subaccount;
 
2)   the surrender or a withdrawal of the Variable Account Value;
 
3)   the payment of a Death Benefit;
 
4)   the application of the Variable Account Value to a settlement option; or
 
5)   the deduction of the charges, fees, or other adjustments described in this Contract.
Accumulation Units will be canceled as of:
1)   the end of the Valuation Period during which we receive a Written Request that gives rise to such cancellation;
 
2)   the Commencement Date; or
 
3)   the end of the Valuation Period on which a charge, fee, or other adjustment is due.
At any time, the Variable Account Value for this Contract is equal to the sum of the values of your interest in each Subaccount. The value of your interest in a Subaccount is equal to the number of your Accumulation Units for that Subaccount multiplied by the Accumulation Unit Value for that Subaccount. These values are determined as of the end of the preceding Valuation Period.
Accumulation Unit Value
     The initial Accumulation Unit Value for the Money Market Subaccount was set at $1.00. The initial Accumulation Unit Value for each of the other Subaccounts was set at $10.00. After that, the Accumulation Unit Value at the end of each Valuation Period is the Accumulation Unit Value as of the end of the prior Valuation Period multiplied by the Net Investment Factor. The Net Investment Factor is described below. The Accumulation Unit Values will vary as a result of the varying investment experience of the Funds.

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Benefit Unit Value
The Benefit Unit Value for each Subaccount is originally established in the same manner as Accumulation Unit Values. For any date after that, the value of a Benefit Unit for a Subaccount is determined by multiplying the Benefit Unit Value as of the end of the preceding Valuation Period by the Net Investment Factor described below. The product is then multiplied by the assumed daily investment factor for the number of days in the Valuation Period. The assumed daily investment factor is based on the assumed net investment rate for the Settlement Option Table that is used to fix the base payment.
Net Investment Factor
     
ü Net asset value
  The amount computed by a Fund as the price at which the Fund’s shares are purchased and redeemed. It is computed no less frequently than each Valuation Period.
The Net Investment Factor is a measure of the investment performance of a Subaccount from one Valuation Period to the next. Each Subaccount has a Net Investment Factor for each Valuation Period. The Net Investment Factor may be greater than one, or it may be less than one. This means that the Accumulation Unit Value for each Subaccount may increase or it may decrease.
The Net Investment Factor for any Subaccount for any Valuation Period is determined by dividing (1) by (2) and then subtracting (3) from the result, where:
(1)   is equal to:
  a)   the Net Asset Value per share of the Fund held in the Subaccount, determined at the end of the applicable Valuation Period; plus
 
  b)   the per share amount of any dividend or net capital gain distributions made by the Fund held in the Subaccount, if the “ex-dividend” date occurs during the applicable Valuation Period; plus or minus
 
  c)   a per share charge or credit for any taxes reserved for, which is determined by the Company to have resulted from the investment operations of the Subaccount;
(2)   is the Net Asset Value per share of the Fund held in the Subaccount, determined at the end of the preceding Valuation Period; and
(3)   is the sum of the Mortality and Expense Risk Charge and the Administration Charge to be deducted from the Subaccount for the number of days in the applicable Valuation Period.

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PERFORMANCE INFORMATION
From time to time, we may advertise yields and/or total returns for the Subaccounts. These figures are based on historical information and are not intended to indicate future performance. Performance data and a more detailed description of the methods used to determine yield and total return are included in the Statement of Additional Information.
Yield Data
The “yield” of the money market Subaccount refers to the annualized income generated by an investment in that Subaccount over a specified seven-day period. The “effective yield” of the money market Subaccount is the same as the “yield” except that it assumes reinvestment of the income earned in that Subaccount. The effective yield will be slightly higher than the yield because of the compounding effect of this assumed reinvestment. We only advertise yields for the money market Subaccount.
Total Return Data
We may advertise two types of total return data: “average annual total return” and “cumulative total return.” Average annual total return is presented in both standardized and non-standardized form. Cumulative total return data is currently presented only in non-standardized form. “Standardized” total return data reflects the deduction of all charges that apply to all Contracts of that type, except for premium taxes. “Non-standardized” total return data does not reflect the deduction of contract maintenance fees. Total return data that does not reflect contract maintenance fees will be higher than the total return realized by an Owner who incurs the charges.
“Average annual total return” is either hypothetical or actual return data that reflects performance of a Subaccount for a one-year period or for an average of consecutive one-year periods. If average annual total return data is hypothetical, it reflects performance for a period of time before the Separate Account commenced operations. When a Subaccount has been in operation for one, five and ten years, average annual total return will be presented for these periods, although other periods may be presented as well.
“Cumulative total return” is either hypothetical or actual return data that reflects the performance of a Subaccount from the beginning of the period presented to the end of the period presented. If cumulative total return data is hypothetical, it reflects performance for a period of time before the Separate Account commenced operations.
Other Performance Measures
We may include in reports and promotional literature rankings of the Subaccounts, the Separate Account or the Contracts, as published by any service, company, or person that ranks separate accounts or other investment products on overall performance or other criteria. Examples of companies that publish such rankings are Lipper Analytical Services, Inc., VARDS, IBC/Donoghue’s Money Fund Report, Financial Planning Magazine, Money Magazine, Bank Rate Monitor, Standard & Poor’s Indices, Dow Jones Industrial Average, and Morningstar.
We may also:
  compare the performance of a Subaccount with applicable indices and/or industry averages
  present performance information that reflects the effects of tax-deferred compounding on Subaccount investment returns
  compare investment return on a tax-deferred basis with currently taxable investment return
  illustrate investment returns by graphs, charts, or otherwise

43


Table of Contents

THE REGISTRATION STATEMENT
We filed a Registration Statement with the SEC under the Securities Act of 1933 relating to the Contracts offered by this prospectus. This prospectus was filed as a part of the Registration Statement, but it does not constitute the complete Registration Statement. The Registration Statement contains further information relating to the Company and the Contracts. The Registration Statement and the exhibits thereto may be inspected and copied at the office of the SEC, located at 450 Fifth Street, N.W., Washington, D.C., and may also be accessed at the SEC’s web site www.sec.gov. The registration number for the Contracts is 333-51955.
Statements in this prospectus discussing the content of the Contracts and other legal instruments are summaries. The actual documents are filed as exhibits to the Registration Statement. For a complete statement of the terms of the Contracts or any other legal document, refer to the appropriate exhibit to the Registration Statement.
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information containing more details concerning the subjects discussed in this prospectus is available. The following is the table of contents for the Statement of Additional Information:
         
    Page  
ANNUITY INVESTORS LIFE INSURANCE COMPANY®
    3  
General Information and History
    3  
State Regulations
    3  
SERVICES
    3  
Safekeeping of Separate Account Assets
    3  
Records and Reports
    3  
Experts
    3  
DISTRIBUTION OF THE CONTRACTS
    4  
CALCULATION OF PERFORMANCE INFORMATION
    4  
Money Market Subaccount Standardized Yield Calculation
    4  
Average Annual Total Return Calculation
    5  
Cumulative Total Return Calculation
    6  
Standardized Average Annual Total Return Data
    7  
Non-Standardized Average Annual Total Return Data
    13  
OTHER PERFORMANCE MEASURES
    22  
BENEFIT UNITS-TRANSFER FORMULAS
    23  
FEDERAL TAX MATTERS
    24  
Taxation of Separate Account Income
    24  
Tax Deferred Status of Non Qualified Contracts
    25  
FINANCIAL STATEMENTS
    25  
Copies of the Statement of Additional Information dated May 1, 2007 are available without charge. To request a copy, please clip this coupon on the dotted line below, enter your name and address in the spaces provided, and mail to: Annuity Investors Life Insurance Company, P.O. Box 5423, Cincinnati, Ohio 45201-5423. You may also call the Company at 1-800-789-6771, or visit us at our web site www.gafri.com to request a copy.
 
     
Name:
   
 
 
   
Address:
   
 
 
   
City:
   
 
 
   
State:
   
 
 
   
Zip:
   
 
 
   

44


Table of Contents

APPENDIX A: CONDENSED FINANCIAL INFORMATION
                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
AIM V.I. Capital Development Fund-Series I Shares                        
12.930724
    1,168,401.050       13.012710       6,948.243       13.067437       0.000       12/31/06  
11.254617
    16,459.887       11.291687       1,008.183       11.316377       0.000       12/31/05  
10.413665
    2,721.825       10.416351       0.000       10.418135       0.000       12/31/04  
AIM V.I. Core Equity Fund-Series I Shares                        
10.812798
    946,182.515       10.834974       3,675.733       10.849709       0.000       12/31/06  
AIM V.I. Financial Services Fund-Series I Shares                        
13.250780
    177,386.400       13.477974       2,490.821       13.631352       0.000       12/31/06  
11.540835
    198,663.153       11.703172       1,383.076       11.812566       0.000       12/31/05  
11.051409
    208,252.570       11.172949       256.950       11.254711       0.000       12/31/04  
10.313195
    157,061.561       10.395135       38.751       10.450179       0.000       12/31/03  
8.070175
    118,822.635       8.110243       0.000       8.137086       0.000       12/31/02  
9.616190
    71,816.401       9.635286       0.000       9.648046       0.000       12/31/01  
AIM V.I. Global Health Care Fund-Series I Shares                        
11.212446
    367,788.244       11.404707       1,104.143       11.534535       0.000       12/31/06  
10.805644
    405,402.095       10.957652       948.050       11.060091       0.000       12/31/05  
10.132965
    382,011.757       10.244403       727.654       10.319384       0.000       12/31/04  
9.553444
    311,542.224       9.629350       552.891       9.680353       1,325.870       12/31/03  
7.580976
    210,450.701       7.618614       203.656       7.643844       1,160.526       12/31/02  
10.175290
    59,824.959       10.195475       0.000       10.208982       0.000       12/31/01  
AIM V.I. High Yield Fund-Series I Shares                        
11.887590
    336,558.419       11.984482       257.915       12.049249       0.000       12/31/06  
10.886907
    350,885.548       10.942429       230.396       10.979447       0.000       12/31/05  
10.749148
    449,939.142       10.771273       214.851       10.785980       0.000       12/31/04  
10.095432
    859,221.923       10.290759       188.060       9.127994       755.565       12/31/03  
8.186958
    488,086.809       8.320679       169.835       7.365950       653.397       12/31/02  
8.410616
    546,183.962       8.522682       149.057       7.529874       2,221.642       12/31/01  
10.025816
    403,918.794                               12/31/00  
11.510803
    221,636.210                               12/31/99  
10.689459
    70,047.913                               12/31/98  
10.687084
    10,260.821                               12/31/97  
AIM V.I. Small Cap Equity Fund-Series I Shares                        
12.572746
    59,594.167       12.652463       552.133       12.705655       0.000       12/31/06  
10.857407
    15,527.249       10.893167       559.580       10.916974       0.000       12/31/05  
10.184771
    48.134       10.187404       0.000       10.189150       0.000       12/31/04  
AIM V.I. Small Company Growth Fund-Series I Shares                        
10.356858
    145,499.534       10.534498       2,285.979       10.654423       0.000       12/31/06  
9.203351
    141,453.043       9.332860       465.384       9.420117       0.000       12/31/05  
8.873033
    123,848.236       8.970653       388.008       9.036335       0.000       12/31/04  
7.900935
    131,306.947       7.963751       34.809       8.005948       1.635       12/31/03  
6.004149
    155,173.901       6.033996       0.000       6.054001       0.000       12/31/02  

45


Table of Contents

                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
8.838420
    27,720.462       8.856003       0.000       8.867759       0.000       12/31/01  
American Century VP Large Company Value Fund-Class I Shares
12.494572
    420,902.275       12.573776       280.955       12.626654       0.000       12/31/06  
10.560864
    99,384.541       10.595660       82.915       10.618830       0.000       12/31/05  
10.216542
    36,701.792       10.219180       0.000       10.220930       0.000       12/31/04  
American Century VP Mid Cap Value Fund-Class I Shares
13.320957
    911,824.088       13.405406       2,031.092       13.461747       0.000       12/31/06  
11.229852
    114,376.075       11.266849       132.931       11.291465       0.000       12/31/05  
10.395465
    24,970.228       10.398152       0.000       10.399928       0.000       12/31/04  
American Century VP Ultra® Fund-Class I Shares
9.979396
    707,542.380       10.042693       8,378.330       10.084934       0.000       12/31/06  
10.463493
    32,615.015       10.497965       0.000       10.520913       0.000       12/31/05  
10.386756
    598.086       10.389435       0.000       10.391213       0.000       12/31/04  
American Century VP VistaSMFund-Class I Shares
11.918299
    976,806.445       11.993889       11,321.554       12.044325       0.000       12/31/06  
11.088360
    79,780.294       11.124884       0.000       11.149189       0.000       12/31/05  
10.399373
    4,938.285       10.402055       0.000       10.403835       0.000       12/31/04  
Dreyfus IP Technology Growth Portfolios-Initial Shares
10.684409
    1,309,668.746       10.752145       7,254.620       10.797370       0.000       12/31/06  
10.388053
    32,100.558       10.422269       0.000       10.445063       0.000       12/31/05  
10.151024
    198.889       10.153642       0.000       10.155381       0.000       12/31/04  
The Dreyfus Socially Responsible Growth Fund, Inc.-Initial Shares
11.353220
    701,011.037       11.678582       5,863.440       9.584710       0.000       12/31/06  
10.543914
    795,479.598       10.813247       5,790.816       8.856675       0.000       12/31/05  
10.320091
    913,267.538       10.551666       5,286.547       8.625051       0.000       12/31/04  
9.854396
    925,266.631       10.045110       4,815.599       8.194494       4,333.000       12/31/03  
7.930106
    960,232.146       8.059684       3,420.290       6.561870       3,843.678       12/31/02  
11.317226
    1,066,026.751       11.468022       1,578.746       9.318292       3,077.581       12/31/01  
14.823134
    894,007.973                               12/31/00  
16.894039
    408,482.196                               12/31/99  
13.169143
    140,614.024                               12/31/98  
10.320883
    26,332.500                               12/31/97  
Dreyfus Stock Index Fund, Inc.-Initial Shares
15.179498
    4,190,418.249       15.614354       7,744.043       12.611288       0.000       12/31/06  
13.328744
    4,493,460.193       13.669089       6,535.021       11.017946       0.000       12/31/05  
12.911696
    4,792,865.682       13.201315       7,554.962       10.619518       0.000       12/31/04  
11.835440
    4,670,251.024       12.064404       9,003.839       9.685471       73,399.535       12/31/03  
9.349226
    4,454,143.840       9.501934       6,861.288       7.613224       67,021.625       12/31/02  
12.210993
    4,141,595.630       12.373650       4,522.004       9.894503       58,922.095       12/31/01  
14.100696
    3,598,196.884                               12/31/00  
15.760394
    2,129,772.165                               12/31/99  
13.250646
    779,485.606                               12/31/98  
10.479569
    69,510.645                               12/31/97  

46


Table of Contents

                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
Dreyfus VIF Appreciation Portfolio-Initial Shares
15.017729
    946,182.350       15.447987       4,551.668       12.602520       0.000       12/31/06  
13.075735
    1,005,802.778       13.409645       4,744.717       10.917645       0.000       12/31/05  
12.704674
    1,036,367.953       12.989662       6,831.224       10.554457       0.000       12/31/04  
12.265787
    936,025.635       12.503079       8,455.513       10.138694       2,923.121       12/31/03  
10.264481
    821,738.414       10.432114       6,651.281       8.442660       2,343.298       12/31/02  
12.497173
    717,965.716       12.663627       5,276.343       10.228319       1,894.964       12/31/01  
13.974173
    649,590.073                               12/31/00  
14.262203
    517,772.082                               12/31/99  
12.975443
    170,523.015                               12/31/98  
10.103905
    18,347.666                               12/31/97  
Dreyfus VIF Developing Leaders Portfolio-Initial Shares
15.049986
    807,530.215       15.481299       5,517.924       14.729135       0.000       12/31/06  
14.708620
    908,638.512       15.084331       6,468.518       14.322591       0.000       12/31/05  
14.099077
    919,021.905       14.415462       6,838.658       13.660000       0.000       12/31/04  
12.842412
    898,484.551       13.090970       9,249.068       12.379997       5,775.857       12/31/03  
9.888294
    887,931.962       10.049896       5,581.765       9.485334       5,490.189       12/31/02  
12.397758
    698,539.631       12.563024       2,568.238       11.833795       4,481.981       12/31/01  
13.391746
    482,890.909                               12/31/00  
11.984035
    275,503.637                               12/31/99  
9.867472
    171,968.905                               12/31/98  
10.362314
    41,359.506                               12/31/97  
Dreyfus VIF Growth and Income Portfolio-Initial Shares
12.799045
    534,977.589       13.165752       3,400.363       12.136646       0.000       12/31/06  
11.335178
    573,338.603       11.624648       4,096.135       10.694477       0.000       12/31/05  
11.122877
    660,745.227       11.372419       5,058.158       10.441383       0.000       12/31/04  
10.496627
    594,854.140       10.699714       4,344.521       9.804034       1,018.544       12/31/03  
8.409071
    633,983.863       8.546428       2,655.811       7.815544       780.152       12/31/02  
11.419341
    646,842.656       11.571439       1,474.275       10.560897       544.980       12/31/01  
12.299306
    572,006.660                               12/31/00  
12.961023
    331,756.261                               12/31/99  
11.243790
    159,409.837                               12/31/98  
10.196538
    32,231.762                               12/31/97  
Dreyfus VIF Money Market Portfolio
1.183188
    6,426,348.042       1.211707       35,651.958       1.189895       0.000       12/31/06  
1.152576
    6,753,332.466       1.177927       40,350.784       1.154189       0.000       12/31/05  
1.140557
    5,458,310.932       1.162738       4,618.151       1.137075       0.000       12/31/04  
1.146684
    11,398,828.937       1.165764       9,040.873       1.138179       133,840.928       12/31/03  
1.153638
    26,597,370.970       1.169798       23,476.567       1.140327       126,326.727       12/31/02  
1.153108
    17,775,594.379       1.166325       15,244.920       1.134928       127,843.640       12/31/01  
1.128116
    7,677,545.259                               12/31/00  
1.083700
    2,638,837.162                               12/31/99  
1.050876
    658,981.650                               12/31/98  
1.016499
    0.000                               12/31/97  

47


Table of Contents

                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
DWS Small Cap Index VIP Fund-Class A
17.321028
    452,371.808       17.722591       276.237       17.994514       0.000       12/31/06  
14.951171
    417,983.505       15.251478       151.892       15.454348       0.000       12/31/05  
14.543337
    347,239.433       14.790573       44.787       14.957190       0.000       12/31/04  
12.525203
    434,240.830       12.699687       8.778       12.816964       1,637.748       12/31/03  
8.673629
    165,980.862       8.768488       0.000       8.832017       1,015.061       12/31/02  
11.074827
    153,151.939       11.162755       54.021       11.221359       577.104       12/31/01  
11.003134
    83,894.729                               12/31/00  
11.606269
    15,259.149                               12/31/99  
Janus Aspen Series Balanced Portfolio-Institutional Shares
20.527683
    2,849,443.225       21.115777       10,256.899       16.733348       0.000       12/31/06  
18.802986
    3,224,954.488       19.283124       11,389.809       15.250326       0.000       12/31/05  
17.664922
    3,596,278.746       18.061165       13,350.072       14.255222       0.000       12/31/04  
16.507560
    3,685,075.400       16.826897       19,069.761       13.254381       55,839.756       12/31/03  
14.676594
    3,702,620.254       14.916257       13,120.266       11.726184       53,841.269       12/31/02  
15.907374
    3,578,735.833       16.119263       9,654.166       12.646851       49,552.895       12/31/01  
16.920712
    3,181,464.624                               12/31/00  
17.556100
    1,571,579.505                               12/31/99  
14.043929
    373,285.807                               12/31/98  
10.604609
    30,519.754                               12/31/97  
Janus Aspen Series Forty Portfolio-Institutional Shares
11.403714
    1,272,789.383       11.668168       6,914.755       11.847172       0.000       12/31/06  
10.576925
    1,421,322.533       10.789432       8,924.998       10.932929       0.000       12/31/05  
9.505422
    1,369,066.381       9.667060       9,080.188       9.775955       0.000       12/31/04  
8.153727
    1,483,721.928       8.267358       11,535.264       8.343697       15,170.725       12/31/03  
6.859260
    1,548,077.357       6.934292       7,637.061       6.984492       12,880.523       12/31/02  
8.247987
    1,650,016.481       8.313484       4,570.921       8.357094       14,587.924       12/31/01  
10.678675
    1,384,637.536                               12/31/00  
13.234548
    471,936.628                               12/31/99  
Janus Aspen Series International Growth Portfolio-Institutional Shares
27.500771
    1,183,279.918       28.288499       12,357.534       23.044141       0.000       12/31/06  
18.969977
    966,575.134       19.454325       10,632.810       15.815871       0.000       12/31/05  
14.542258
    681,071.772       14.868462       11,182.362       12.063394       0.000       12/31/04  
12.398800
    669,789.197       12.638673       15,388.121       10.233679       1,862.207       12/31/03  
9.318679
    678,787.112       9.470891       11,468.866       7.653548       1,312.902       12/31/02  
12.698027
    675,126.139       12.867174       7,907.782       10.377532       901.701       12/31/01  
16.774550
    620,740.857                               12/31/00  
20.234788
    142,343.325                               12/31/99  
11.256365
    45,382.775                               12/31/98  
9.735841
    12,541.039                               12/31/97  

48


Table of Contents

                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
Janus Aspen Series Large Cap Growth Portfolio-Institutional Shares
13.332590
    1,661,699.848       13.714717       8,850.842       11.095916       0.000       12/31/06  
12.140136
    1,816,341.463       12.450279       12,118.207       10.052654       0.000       12/31/05  
11.805932
    1,963,661.008       12.070890       12,071.718       9.726734       0.000       12/31/04  
11.455733
    2,117,639.460       11.677475       17,617.840       9.390815       6,765.629       12/31/03  
8.817912
    2,338,003.425       8.962034       12,164.934       7.192879       5,335.350       12/31/02  
12.166993
    2,211,504.181       12.329165       7,211.443       9.875724       4,241.678       12/31/01  
16.393493
    1,792,958.592                               12/31/00  
19.453513
    643,514.256                               12/31/99  
13.699715
    172,190.630                               12/31/98  
10.239960
    32,737.591                               12/31/97  
Janus Aspen Series Mid Cap Growth Portfolio-Institutional Shares
17.723408
    1,111,731.741       18.231471       15,635.292       14.463654       0.000       12/31/06  
15.820887
    1,192,692.579       16.225130       18,154.900       12.846067       0.000       12/31/05  
14.286652
    1,246,239.904       14.607357       18,555.090       11.541971       0.000       12/31/04  
11.999290
    1,291,553.100       12.231626       21,025.289       9.645385       9,670.762       12/31/03  
9.005921
    1,290,667.557       9.153163       14,073.466       7.203589       7,684.759       12/31/02  
12.672131
    1,215,838.484       12.841113       8,626.211       10.086016       5,676.145       12/31/01  
21.224171
    993,843.327                               12/31/00  
31.565210
    329,807.902                               12/31/99  
14.199318
    53,896.345                               12/31/98  
10.723950
    2,830.076                               12/31/97  
Oppenheimer Balanced Fund/VA-Initial Series
11.545935
    284,653.565       11.619151       2,173.335       11.668021       0.000       12/31/06  
10.535194
    293,699.326       10.569900       1,006.485       10.593011       0.000       12/31/05  
10.284433
    3,001.731       10.287083       0.000       10.288847       0.000       12/31/04  
Oppenheimer Capital Appreciation Fund/VA-Initial Series
11.380578
    206,005.347       11.452745       1,085.611       11.500898       0.000       12/31/06  
10.691883
    85,720.169       10.727101       453.514       10.750537       0.000       12/31/05  
10.317159
    581.341       10.319818       0.000       10.321584       0.000       12/31/04  
Oppenheimer Main Street Fund®/VA-Initial Series
12.267378
    188,104.597       12.345144       2,240.578       12.397044       0.000       12/31/06  
10.816022
    161,384.797       10.851650       1,136.259       10.875367       0.000       12/31/05  
10.350617
    13,062.128       10.353285       0.000       10.355055       0.000       12/31/04  
PIMCO VIT Real Return Portfolio-Administrative Class
10.154210
    212,006.902       10.218623       4,352.416       10.261614       0.000       12/31/06  
10.224854
    240,401.144       10.258560       2,314.795       10.280983       0.000       12/31/05  
10.156423
    10,066.473       10.159043       0.000       10.160781       0.000       12/31/04  
PIMCO VIT Total Return Portfolio-Administrative Class
10.417487
    207,153.358       10.483551       1,880.102       10.527660       0.000       12/31/06  
10.173284
    199,476.486       10.206803       453.274       10.229129       0.000       12/31/05  
10.070332
    627.100       10.072934       0.000       10.074659       0.000       12/31/04  

49


Table of Contents

                                                 
                    Number of           Number of    
                    Enhanced           Enhanced    
            Enhanced   (1.10% Total   Enhanced   (0.90% Total    
            (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
Van Kampen UIF Core Plus Fixed Income Portfolio-Class I
14.997858
    934,853.788       15.427535       4,516.328       14.567237       0.000       12/31/06  
14.663212
    1,031,163.550       15.037636       4,510.157       14.170531       0.000       12/31/05  
14.269584
    1,040,814.398       14.589653       5,455.212       13.720741       0.000       12/31/04  
13.866152
    1,111,500.860       14.134373       5,899.268       13.265872       1,753.649       12/31/03  
13.437077
    1,065,387.210       13.656469       3,834.895       12.791995       0.000       12/31/02  
12.694998
    713,042.852       12.864100       1,978.853       12.025963       0.000       12/31/01  
11.776122
    380,480.921                               12/31/00  
10.749115
    279,193.758                               12/31/99  
11.079965
    46,348.096                               12/31/98  
10.412276
    4.653                               12/31/97  
Van Kampen UIF U.S. Mid Cap Value Portfolio-Class I
23.159385
    581,474.070       23.822985       6,217.919       19.741624       0.000       12/31/06  
19.459486
    530,733.841       19.956509       5,226.294       16.504310       0.000       12/31/05  
17.572071
    467,487.388       17.966354       4,302.132       14.828568       0.000       12/31/04  
15.551851
    417,352.873       15.852805       3,927.983       13.057884       3,535.862       12/31/03  
11.143745
    383,714.571       11.325832       3,089.661       9.310623       2,938.407       12/31/02  
15.699340
    335,452.774       15.908551       1,648.470       13.052029       2,465.356       12/31/01  
16.438193
    253,713.630                               12/31/00  
15.049488
    183,388.647                               12/31/99  
12.705082
    111,076.120                               12/31/98  
11.113227
    16,674.966                               12/31/97  
Van Kampen UIF U.S. Real Estate Portfolio-Class I
36.711245
    617,880.841       37.762738       6,918.700       36.226614       0.000       12/31/06  
26.969864
    638,271.701       27.658464       6,314.368       26.480086       0.000       12/31/05  
23.367170
    618,052.255       23.891270       4,374.554       22.827424       0.000       12/31/04  
17.374679
    549,927.036       17.710793       5,725.997       16.888195       396.422       12/31/03  
12.811814
    469,712.672       13.021061       3,710.088       12.391776       378.990       12/31/02  
13.094325
    269,466.499       13.268793       1,955.110       12.602570       0.000       12/31/01  
12.088940
    147,402.642                               12/31/00  
9.482378
    86,941.426                               12/31/99  
9.758808
    43,786.457                               12/31/98  
11.101269
    7,200.060                               12/31/97  
Van Kampen UIF Value Portfolio-Class I
16.611311
    850,561.888       17.087197       6,292.311       16.372900       0.000       12/31/06  
14.412225
    863,389.460       14.780240       6,598.174       14.133911       0.000       12/31/05  
13.978413
    807,191.172       14.291958       5,717.704       13.639509       0.000       12/31/04  
12.030718
    620,028.974       12.263462       5,123.338       11.680115       5,265.487       12/31/03  
9.098209
    526,832.864       9.246820       3,689.937       8.789584       5,091.530       12/31/02  
11.851536
    401,628.667       12.009406       2,274.954       11.392961       3,995.102       12/31/01  
11.751659
    132,621.948                               12/31/00  
9.536137
    78,330.649                               12/31/99  
9.848411
    34,212.111                               12/31/98  
10.204064
    9,944.401                               12/31/97  

50


Table of Contents

                                 
Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
AIM V.I. Capital Development Fund-Series I Shares
13.053761
    30.786       13.108573       13,889.446       12/31/06  
11.310210
    0.000       11.334888       0.000       12/31/05  
10.417688
    0.000       10.419472       0.000       12/31/04  
AIM V.I. Core Equity Fund-Series I Shares
10.846037
    0.000       10.860776       481.069       12/31/06  
AIM V.I. Financial Services Fund-Series I Shares
13.592983
    112.573       13.747660       2,974.384       12/31/06  
11.785233
    75.651       11.895426       2,656.644       12/31/05  
11.234312
    28.405       11.316604       296.508       12/31/04  
10.436461
    0.000       10.491819       506.763       12/31/03  
8.130414
    0.000       8.157371       331.521       12/31/02  
9.644875
    0.000       9.657683       0.000       12/31/01  
AIM V.I. Global Health Care Fund-Series I Shares
11.502013
    305.222       11.632963       9,669.402       12/31/06  
11.034447
    202.797       11.137654       7,840.922       12/31/05  
10.300635
    77.557       10.376110       3,984.789       12/31/04  
9.667612
    179.965       9.718905       3,546.346       12/31/03  
7.637544
    0.000       7.662880       2,641.906       12/31/02  
10.205610
    61.085       10.219152       0.000       12/31/01  
AIM V.I. High Yield Fund-Series I Shares
12.033030
    176.048       12.097966       896.818       12/31/06  
10.970185
    115.761       11.007248       1,138.551       12/31/05  
10.782305
    43.918       10.797012       774.713       12/31/04  
10.389982
    0.001       9.202367       587.034       12/31/03  
8.388454
    0.000       7.414915       367.999       12/31/02  
8.579354
    0.000       7.568636       0.000       12/31/01  
AIM V.I. Small Cap Equity Fund-Series I Shares
12.692358
    0.000       12.745634       447.990       12/31/06  
10.911028
    0.000       10.934828       0.000       12/31/05  
10.188714
    0.000       10.190457       0.000       12/31/04  
AIM V.I. Small Cap Growth Fund-Series I Shares
10.624408
    0.000       10.745391       4,110.972       12/31/06  
9.398306
    0.000       9.486239       3,227.771       12/31/05  
9.019944
    0.000       9.086065       3,181.463       12/31/04  
7.995424
    0.000       8.037880       2,571.023       12/31/03  
6.049012
    0.000       6.069108       1,926.298       12/31/02  
8.864827
    0.000       8.876613       0.000       12/31/01  
American Century VP Large Company Value Fund-Class I Shares
12.613437
    125.863       12.666366       582.549       12/31/06  
10.613037
    0.000       10.636196       0.000       12/31/05  
10.220496
    0.000       10.222238       0.000       12/31/04  
American Century VP Mid Cap Value Fund-Class I Shares
13.447669
    0.000       13.504095       4,798.742       12/31/06  
11.285315
    0.000       11.309936       23.011       12/31/05  
10.399486
    0.000       10.401262       0.000       12/31/04  

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Table of Contents

                                 
Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
American Century VP Ultra® Fund-Class I Shares
10.074375
    485.952       10.116676       1,630.132       12/31/06  
10.515180
    411.819       10.538120       4.188       12/31/05  
10.390771
    0.000       10.392546       0.000       12/31/04  
American Century VP VistaSMFund-Class I Shares
12.031706
    181.135       12.082229       6,879.128       12/31/06  
11.143119
    21.514       11.167429       8.772       12/31/05  
10.403392
    21.514       10.405171       0.000       12/31/04  
Dreyfus IP Technology Growth Portfolio-Initial Shares
10.786066
    493.194       10.831351       2,499.762       12/31/06  
10.439369
    20.730       10.462156       2.095       12/31/05  
10.154947
    20.730       10.156685       0.000       12/31/04  
The Dreyfus Socially Responsible Growth Fund, Inc.-Initial Shares
11.844662
    0.000       9.706556       2,857.136       12/31/06  
10.950470
    0.000       8.955771       1,847.923       12/31/05  
10.669460
    0.000       8.708439       949.377       12/31/04  
10.141935
    0.000       8.261258       968.674       12/31/03  
8.125307
    0.000       6.605501       625.579       12/31/02  
11.544188
    0.000       9.366268       0.000       12/31/01  
Dreyfus Stock Index Fund, Inc.-Initial Shares
15.836519
    532.986       12.771644       14,298.329       12/31/06  
13.842665
    537.406       11.141253       12,717.488       12/31/05  
13.348780
    680.516       10.722192       8,796.650       12/31/04  
12.180793
    680.516       9.764386       7,635.158       12/31/03  
9.579380
    3,171.095       7.663841       5,807.305       12/31/02  
12.455945
    3,086.013       9.945431       0.000       12/31/01  
Dreyfus VIF Appreciation Portfolio-Initial Shares
15.667624
    0.000       12.762733       5,348.565       12/31/06  
13.579785
    0.000       11.039795       3,200.889       12/31/05  
13.134636
    150.958       10.656479       524.528       12/31/04  
12.623565
    150.958       10.221281       637.550       12/31/03  
10.517029
    150.958       8.498780       404.810       12/31/02  
12.747715
    150.958       10.280968       0.000       12/31/01  
Dreyfus VIF Developing Leaders Portfolio-Initial Shares
15.701713
    516.548       14.916250       4,478.428       12/31/06  
15.276001
    459.556       14.482701       4,245.206       12/31/05  
14.576616
    548.248       13.791916       3,532.709       12/31/04  
13.217353
    491.205       12.480727       2,861.914       12/31/03  
10.131883
    471.199       9.548300       2,066.318       12/31/02  
12.646674
    229.386       11.894597       0.000       12/31/01  

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Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
Dreyfus VIF Growth and Income Portfolio-Initial Shares
13.353024
    0.000       12.290990       6,284.037       12/31/06  
11.772215
    0.000       10.814168       4,573.316       12/31/05  
11.499396
    0.000       10.542352       2,110.774       12/31/04  
10.802876
    0.000       9.883935       1,683.104       12/31/03  
8.616047
    0.000       7.867534       1,380.154       12/31/02  
11.648352
    0.000       10.615303       0.000       12/31/01  
Dreyfus VIF Money Market Portfolio
1.227578
    0.000       1.202985       79,903.634       12/31/06  
1.192295
    0.000       1.165821       74,816.781       12/31/05  
1.175604
    0.000       1.147250       41,121.286       12/31/04  
1.177135
    0.000       1.146810       30,543.174       12/31/03  
1.179709
    0.000       1.147255       13,181.025       12/31/02  
1.174767
    0.036       1.140245       0.000       12/31/01  
DWS Small Cap Index VIP Fund-Class A
17.926929
    73.897       18.202156       1,003.543       12/31/06  
15.404037
    57.528       15.609142       832.924       12/31/05  
14.915983
    36.274       15.084265       481.304       12/31/04  
12.788062
    144.907       12.906395       370.115       12/31/03  
8.816430
    4.364       8.880430       268.850       12/31/02  
11.207088
    272.943       11.266052       0.000       12/31/01  
Janus Aspen Series Balanced Portfolio-Institutional Shares
21.416039
    38.089       16.946087       6,565.836       12/31/06  
19.527811
    39.724       15.420964       4,291.048       12/31/05  
18.262753
    171.888       14.393020       2,476.146       12/31/04  
16.989064
    171.888       13.362331       2,154.381       12/31/03  
15.037669
    1,282.216       11.804093       1,579.653       12/31/02  
16.226337
    1,282.216       12.711912       0.000       12/31/01  
Janus Aspen Series Forty Portfolio-Institutional Shares
11.802739
    238.337       11.983880       7,866.365       12/31/06  
10.897390
    224.632       11.042426       7,397.910       12/31/05  
9.749062
    369.844       9.858999       4,108.809       12/31/04  
8.324912
    340.749       8.401910       3,673.250       12/31/03  
6.972208
    1,816.324       7.022777       2,582.245       12/31/02  
8.346510
    1,813.269       8.390380       0.000       12/31/01  
Janus Aspen Series International Growth Portfolio-Institutional Shares
28.690648
    56.867       23.336974       4,630.919       12/31/06  
19.701127
    56.867       15.992759       1,486.339       12/31/05  
15.034373
    22.784       12.179969       7.075       12/31/04  
12.760432
    0.000       10.317004       0.000       12/31/03  
9.547961
    0.000       7.704394       0.000       12/31/02  
12.952582
    0.000       10.430913       0.000       12/31/01  

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Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
Janus Aspen Series Large Cap Growth Portfolio-Institutional Shares
13.910006
    0.000       11.236984       2,508.839       12/31/06  
12.608502
    0.000       10.165143       2,153.599       12/31/05  
12.205852
    128.720       9.820772       2,368.105       12/31/04  
11.790223
    128.720       9.467320       2,297.375       12/31/03  
9.035150
    128.720       7.240699       1,647.960       12/31/02  
12.411252
    128.720       9.926552       0.000       12/31/01  
Janus Aspen Series Mid Cap Growth Portfolio-Institutional Shares
18.490639
    198.823       14.647491       2,928.081       12/31/06  
16.430939
    174.191       12.989749       2,276.876       12/31/05  
14.770332
    251.906       11.653511       836.499       12/31/04  
12.349444
    218.778       9.723925       612.357       12/31/03  
9.227625
    856.311       7.251447       472.925       12/31/02  
12.926320
    832.210       10.137880       0.000       12/31/01  
Oppenheimer Balanced Fund/VA-Initial Series
11.655797
    21.039       11.704735       2,850.419       12/31/06  
10.587241
    21.039       10.610348       2,458.961       12/31/05  
10.288407
    21.039       10.290166       0.000       12/31/04  
Oppenheimer Capital Appreciation Fund/VA-Initial Series
11.488852
    0.000       11.537101       2,292.609       12/31/06  
10.744687
    0.000       10.768137       1,989.469       12/31/05  
10.321144
    0.000       10.322909       0.000       12/31/04  
Oppenheimer Main Street Fund®/VA-Initial Series
12.384076
    0.000       12.436042       53.947       12/31/06  
10.869450
    0.000       10.893157       24.847       12/31/05  
10.354615
    0.000       10.356388       0.000       12/31/04  
PIMCO VIT Real Return Portfolio-Administrative Class
10.250872
    0.000       10.293911       7.016       12/31/06  
10.275393
    0.000       10.297819       0.000       12/31/05  
10.160349
    0.000       10.162087       0.000       12/31/04  
PIMCO VIT Total Return Portfolio-Administrative Class
10.516640
    0.000       10.567262       35.340       12/31/06  
10.223567
    0.000       10.252148       3.738       12/31/05  
10.074230
    0.000       10.082128       0.000       12/31/04  
Van Kampen UIF Core Plus Fixed Income Portfolio-Class I
15.647093
    0.000       14.752371       6,674.444       12/31/06  
15.228624
    0.000       14.329012       5,142.497       12/31/05  
14.752650
    0.000       13.853286       2,009.888       12/31/04  
14.270730
    0.000       13.373842       1,396.144       12/31/03  
13.767746
    0.000       12.876914       1,029.422       12/31/02  
12.949664
    0.000       12.087792       0.000       12/31/01  

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Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
Van Kampen UIF U.S. Mid Cap Value Portfolio-Class I
24.162157
    0.000       19.992502       3,602.634       12/31/06  
20.210094
    0.000       16.688897       2,736.473       12/31/05  
18.167210
    0.000       14.971848       1,952.421       12/31/04  
16.005864
    113.080       13.164187       1,518.257       12/31/03  
11.418226
    28.150       9.372474       957.992       12/31/02  
16.014471
    28.150       13.119130       0.000       12/31/01  
Van Kampen UIF U.S. Real Estate Portfolio-Class I
38.299964
    185.446       36.686891       6,139.587       12/31/06  
28.009655
    166.868       26.776196       4,606.920       12/31/05  
24.158129
    115.611       23.047942       2,205.295       12/31/04  
17.881625
    69.022       17.025662       1,794.121       12/31/03  
13.127169
    28.392       12.474088       1,338.574       12/31/02  
13.357067
    215.533       12.667405       0.000       12/31/01  
Van Kampen UIF Value Portfolio-Class I
17.330296
    33.363       16.581099       2,425.539       12/31/06  
14.967892
    33.363       14.292090       2,094.705       12/31/05  
14.451571
    33.363       13.771392       1,612.617       12/31/04  
12.381730
    33.363       11.775296       1,475.807       12/31/03  
9.322154
    33.363       8.848037       949.630       12/31/02  
12.089242
    124.533       11.451625       0.000       12/31/01  
The above table gives year-end Accumulation Unit information for each Subaccount from the end of the year of inception to December 31, 2006. This information should be read in conjunction with the Separate Account financial statements including the notes to those statements. The beginning Accumulation Unit Value for each Subaccount shown other than the Dreyfus VIF Money Market Portfolio Subaccount was 10.00000 as of July 15, 1997 (the Separate Account commencement date) or as of May 1, 1999 (the effective date of the Subaccounts) for the Janus Aspen Series Forty Portfolio Subaccount and the DWS Small Cap Index VIP Fund Subaccount, or as of May 1, 2001 (the effective date of the Subaccounts) for the AIM V.I. Global Health Care Fund Subaccount, and AIM V.I. Financial Services Fund Subaccount, or as of November 1, 2004, (the effective date of the Subaccounts) for AIM V.I. Capital Development Fund Subaccount, AIM V.I. Small Cap Equity Fund Subaccount, Dreyfus IP Technology Growth Portfolio Subaccount, the four American Century Variable Portfolio Subaccount, the three Oppenheimer Variable Account Fund Subaccounts and the two PIMCO Variable Insurance Fund Subaccounts or as of May 1, 2006, (the effective date of the Subaccount) for the AIM V.I. Core Equity Fund Subaccount. The beginning Accumulation Unit Value for the Dreyfus VIF Money Market Portfolio Subaccount was 1.000000 as of July 15, 1997.

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APPENDIX B: PORTFOLIOS
     
Portfolio / Advisor   Investment Objective / Strategy
AIM Variable Insurance Funds
   
AIM V.I. Capital Development Fund — Series I Shares
Advisor — A I M Advisors, Inc.
  The fund’s investment objective is long-term growth of capital. The fund seeks to meet its objective by investing primarily in equity securities of mid-capitalization companies. The fund may also invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
AIM V.I. Core Equity Fund — Series I Shares
Advisor — A I M Advisors, Inc.
  The fund’s investment objective is growth of capital. The fund seeks to meet its objectives by investing, normally, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities including convertible securities, of established companies that have long-term above-average growth in earnings, and growth companies that the portfolio manager believes have the potential for above-average growth in earnings. In complying with this 80% investment requirement, the fund’s investments may include synthetic instruments. The fund may also invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
AIM V.I. Financial Services Fund — Series I Shares
Advisor — A I M Advisors, Inc.
  The fund seeks capital growth. It is actively managed. The fund invests primarily in equity securities that the Advisor believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of companies involved in the financial services sector. The fund may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depositary Receipts are not subject to this 25% limitation.
 
   
AIM V.I. Global Health Care Fund — Series I Shares
Advisor — A I M Advisors, Inc.
  The fund’s investment objective is capital growth. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of health care industry companies. The fund may invest in debt securities issued by health care industry companies, or in equity and debt securities of other companies believed will benefit from developments in the health care industry. The fund will normally invest in securities of companies located in at least three different countries, including the United States and may invest a significant portion of its assets in the securities of U.S. issuers. However, the fund will invest no more than 50% of its total assets in the securities of issuers in any one country, other than the U.S. The fund may invest up to 20% of its total assets in companies located in developing countries, i.e., those countries that are in the initial stages of their industrial cycle. The fund may also invest up to 5% of its total assets in lower-quality debt securities, i.e., “junk bonds”. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
AIM V.I. High Yield Fund — Series I Shares
Advisor — A I M Advisors, Inc.
  The fund’s investment objective is to achieve a high level of current income. The fund seeks to meet its objective by investing, normally, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in non-investment grade debt securities, i.e. “junk bonds”. In complying with this 80% investment requirement, the fund’s investments may include investments in synthetic instruments. The fund may invest up to 25% of its total assets in

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Table of Contents

     
Portfolio / Advisor   Investment Objective / Strategy
 
  foreign securities. The fund may also invest in credit derivatives. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
AIM V.I. Small Cap Equity Fund —Series I Shares
Advisor - A I M Advisors, Inc.
  The fund’s investment objective is long-term growth of capital. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of small-capitalization companies. In complying with the 80% investment requirement, the fund’s investments may include synthetic instruments. The fund may also invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
American Century Variable Portfolios, Inc.
   
 
   
American Century VP Large Company Value Fund Class I Shares
Advisor — American Century Investment Management, Inc.
  The Fund seeks long-term capital growth. Income is a secondary objective. In selecting stocks for the Fund, its managers look for companies whose stock price may not reflect the companies’ value. The managers attempt to purchase the stocks of these undervalued companies and hold them until their stock price has increased to, or is higher than, a level the managers believe more accurately reflects the fair value of the company. The Fund invests primarily in larger companies. Under normal market conditions, the Fund will have at least 80% of its assets in equity securities of companies comprising the Russell 1000® Index.
 
   
American Century VP Mid Cap Value Fund — Class I Shares
Advisor — American Century Investment Management, Inc.
  The Fund seeks long-term capital growth. Income is a secondary objective. Its managers look for stocks of companies that they believe are undervalued at the time of purchase. The managers use a value investment strategy that looks for companies that are temporarily out of favor in the market. The managers attempt to purchase the stocks of these undervalued companies and hold them until they have returned to favor in the market and their stock prices have gone up. The Fund will invest at least 80% of its assets in securities of companies whose market capitalization at the time of purchase is within the capitalization range of the Russell 3000® Index, excluding the largest 100 such companies. The managers intend to manage the Fund so that its weighted capitalization falls within the capitalization range of the members of the Russell Midcap® Index.
 
   
American Century VP Ultraâ Fund — Class I Shares
Advisor — American Century Investment Management, Inc.
  The Fund seeks long-term growth. Its managers look for stocks of large companies they believe will increase in value over time using a growth investment strategy developed by American Century. This strategy looks for companies with earnings and revenues that are not only growing, but growing at a successively faster, or accelerating, pace. This strategy is based on the premise that, over the long term, stocks of companies with accelerating earnings and revenues have a greater-than-average chance to increase in value.
 
   
American Century VP VistaSM Fund — Class I Shares
Advisor — American Century Investment Management, Inc.
  The Fund seeks long-term capital growth. Its managers look for stocks of medium-sized and smaller companies they believe will increase in value over time, using a growth investment strategy developed by American Century. This strategy looks for companies with earnings and revenues that are not only growing, but growing at a successively faster, or accelerating pace. This strategy is based on the premise that, over the long term, the stocks of companies with accelerating earnings and revenues have a greater-than-average chance to increase in value.

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Portfolio / Advisor   Investment Objective / Strategy
Calamos® Advisors Trust
   
 
   
Calamos Growth and Income Portfolio
Advisor — Calamos Advisors LLC
  The portfolio seeks high long-term return through growth and current income. The portfolio invests primarily in a diversified portfolio of convertible, equity and fixed-income securities. In seeking to meet its investment objective, the portfolio’s adviser utilizes highly disciplined institutional management strategies designed to help enhance investment returns while managing risk. As part of these strategies, an in-depth proprietary analysis is employed on an issuing company and its securities.
 
   
Davis Variable Account Fund, Inc.
   
 
   
Davis Value Portfolio
Advisor—Davis Selected Advisors, L.P.
Sub-Advisor—Davis Selected Advisers—NY, Inc.
  The fund’s investment objective is long-term growth of capital. The advisor uses the Davis Investment Discipline to invest the majority of the fund’s assets in equity securities issued by large companies with market capitalization of at least $10 billion. The advisor conducts extensive research to identify businesses that possess characteristics it believes foster the creation of long-term value, such as proven management, a durable franchise and business model, and sustainable competitive advantages. It aims to invest in such businesses when they are trading at a discount to their intrinsic value.
 
   
Dreyfus Portfolios
   
 
   
The Dreyfus Socially Responsible
Growth Fund, Inc. — Initial Shares

Advisor — The Dreyfus Corporation
  The fund seeks to provide capital growth, with current income as a secondary goal. To pursue these goals, the fund, under normal circumstances, invests at least 80% of its assets in the common stocks of companies that, in the opinion of the fund’s management, meet traditional investment standards and conduct their business in a manner that contributes to the enhancement of the quality of life in America.
 
   
Dreyfus Stock Index Fund, Inc., — Initial Shares
Advisor — The Dreyfus Corporation
Index Sub-Investment Adviser — Mellon Equity Associates
  The fund seeks to match the total return of the Standard & Poor’s 500 Composite Stock Price Index. To pursue this goal, the fund generally invests in all 500 stocks in the S&P 500® in proportion to their weighting in the index.
 
   
Dreyfus Investment Portfolios MidCap Stock Portfolio — Initial Shares
Advisor — The Dreyfus Corporation
  The portfolio seeks investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor’s MidCap 400® Index (S&P 400). To pursue this goal, the portfolio normally invests at least 80% of its assets in stocks of midsize companies.
 
   
Dreyfus Investment Portfolios Technology Growth Portfolio — Initial Shares
Advisor — The Dreyfus Corporation
  The portfolio seeks capital appreciation. To pursue this goal, the portfolio normally invests at least 80% of its assets in the stocks of growth companies of any size that Dreyfus believes to be leading producers or beneficiaries of technological innovation.
 
   
Dreyfus Variable Investment Fund (“VIF”) Appreciation Portfolio — Initial Shares
Advisor — The Dreyfus Corporation
  The portfolio seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. To pursue these goals, the portfolio normally invests at least 80% of its assets in common stocks. The portfolio focuses on “blue chip” companies with total market capitalizations of more than $5 billion at the time of purchase, including multinational companies.

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Portfolio / Advisor   Investment Objective / Strategy
Sub-Adviser — Fayez Sarofim & Co.
   
 
   
Dreyfus Variable Investment Fund (“VIF”) Developing Leaders Portfolio — Initial Shares
Advisor — The Dreyfus Corporation
  The portfolio seeks capital growth. To pursue this goal, the portfolio normally invests at least 80% of its assets in the stocks of companies Dreyfus believes to be developing leaders: companies characterized by new or innovative products, services or processes having the potential to enhance earnings or revenue growth. Based on current market conditions, the portfolio primarily invests in companies with total market values of less than $2 billion at the time of purchase.
 
   
Dreyfus Variable Investment Fund (“VIF”) Growth and Income Portfolio — Initial Shares
Advisor — The Dreyfus Corporation
  The portfolio seeks long-term capital growth, current income and growth of income consistent with reasonable investment risk. To pursue these goals, the portfolio invests primarily in stocks of domestic and foreign issuers. The portfolios stock investments may include common stocks, preferred stocks and convertible securities, including those purchased in initial public offerings.
 
   
Dreyfus Variable Investment Fund (“VIF”) Money Market Portfolio
Advisor — The Dreyfus Corporation
  The portfolio seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. An investment in a money market portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation, or any other government agency. Although a money market portfolio seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market portfolio.
 
   
DWS Investments VIT Funds(1)
   
 
   
DWS Small Cap Index VIP- Class A
Advisor — Deutsche Investment Management Americas Inc.,
Subadvisor — Northern Trust Investments, N.A.
  The Portfolio seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000 Index, which emphasizes stocks of small US companies. Under normal circumstances, the Portfolio intends to invest at least 80% of its assets, determined at the time of purchase, in stocks of companies included in the Russell 2000 Index and in derivative instruments, such as stock index futures contracts and options that provide exposure to the stocks of companies in the Russell 2000 Index.
 
(1)   DWS Scudder is part of Deutsche Asset Management, which is the marketing name in the U.S. for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company.
     
Financial Investors Variable Insurance Trust
   
 
   
Ibbotson Balanced ETF Asset Allocation Portfolio
Adviser — ALPS Advisers, Inc. Subadviser — Ibbotson Associates, Inc.
  The Portfolio seeks to provide investors with capital appreciation and some current income. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in securities of exchange-traded funds (each, an “Underlying ETF” and collectively, the “Underlying ETFs”). The Portfolio will notify you in writing at least 60 days before making any changes to this policy. For the purposes of this 80% investment policy, assets are measured at the time of purchase.
 
   
Ibbotson Conservative ETF Asset Allocation Portfolio
Adviser — ALPS Advisers, Inc. Subadviser — Ibbotson Associates, Inc.
  The Portfolio seeks to provide investors with current income and preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in securities of exchange-traded funds (each, an “Underlying ETF” and collectively, the “Underlying ETFs”). The Portfolio will notify you in writing

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Portfolio / Advisor   Investment Objective / Strategy
 
  at least 60 days before making any changes to this policy. For the purposes of this 80% investment policy, assets are measured at the time of purchase.
 
   
Ibbotson Growth ETF Asset Allocation Portfolio
Adviser — ALPS Advisers, Inc.
Subadviser — Ibbotson Associates, Inc.
  The Portfolio seeks to provide investors with capital appreciation. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in securities of exchange-traded funds (each, an “Underlying ETF” and collectively, the “Underlying ETFs”). The Portfolio will notify you in writing at least 60 days before making any changes to this policy. For the purposes of this 80% investment policy, assets are measured at the time of purchase.
 
   
Ibbotson Income and Growth ETF Asset Allocation Portfolio
Adviser — ALPS Advisers, Inc.
Subadviser — Ibbotson Associates, Inc.
  The Portfolio seeks to provide investors with current income and capital appreciation. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in securities of exchange-traded funds (each, an “Underlying ETF” and collectively, the “Underlying ETFs”). The Portfolio will notify you in writing at least 60 days before making any changes to this policy. For the purposes of this 80% investment policy, assets are measured at the time of purchase.
 
   
Franklin Templeton Variable Insurance Products Trust
 
   
Templeton Foreign Securities Fund — Class 2
Advisor — Templeton Investment Counsel, LLC
  Seeks long-term capital growth. The Fund normally invests at least 80% of its net assets in investments of issuers located outside the U.S., including those in emerging markets, and normally invests predominantly in equity securities.
 
   
Janus Aspen Series
   
 
   
Janus Aspen Series Balanced Portfolio — Institutional Shares
Advisor — Janus Capital Management LLC
  This diversified portfolio seeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio normally invests 50-60% of its assets in equity securities selected primarily for their growth potential and 40-50% of its assets in securities selected primarily for their income potential. Within the parameters of its specific investment policies, the portfolio may invest in foreign equity and debt securities, which may include investments in emerging markets. The Portfolio will normally invest at least 25% of its assets in fixed-income senior securities. The portfolio will limit its investment in high-yield/high-risk (also called “junk bonds”) to 35% or less of its net assets.
 
   
Janus Aspen Series Forty Portfolio — Institutional Shares
Advisor — Janus Capital Management LLC
  This non-diversified portfolio seeks long-term growth of capital by normally investing primarily in a core group of 20-40 common stocks selected for their growth potential. The portfolio may invest in companies of any size, from larger, well-established companies to smaller, emerging growth companies. Within the parameters of its specific investment policies, the portfolio may invest in foreign equity and debt securities, which may include investments in emerging markets.
 
   
Janus Aspen Series International Growth Portfolio — Institutional Shares
Advisor — Janus Capital Management LLC
  This diversified portfolio seeks long-term growth of capital by investing, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in securities of issuers from several different countries, excluding the United States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers, and it may, under unusual circumstances, invest all of its assets in a single country. The portfolio may

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Portfolio / Advisor   Investment Objective / Strategy
 
  have significant exposure to emerging markets. Within the parameters of its specific investment policies, the portfolio may invest in foreign equity and debt securities, which may include investments in emerging markets.
 
   
Janus Aspen Series Large Cap Growth Portfolio — Institutional Shares
Advisor — Janus Capital Management LLC
  This portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital by investing, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in common stocks of large-sized companies. Large sized companies are those whose market capitalization falls within the range of companies in the Russell 1000 Index at the time of purchase. Within the parameters of its specific investment policies, the portfolio may invest without limit in foreign equity and debt securities, which may include investments in emerging markets.
 
   
Janus Aspen Series Mid Cap Growth Portfolio — Institutional Shares
Advisor — Janus Capital Management LLC
  This diversified portfolio seeks long-term growth of capital by investing, under normal circumstances, at least 80% of its net assets plus the amount of any borrowings for investment purposes, in equity securities of mid -sized companies whose market capitalization falls, at the time of purchase, in the 12-month average of the capitalization range of the Russell Midcap Growth Index. Within the parameters of its specific investment policies, the portfolio may invest in foreign equity and debt securities, which may include investments in emerging markets.
 
   
Oppenheimer Variable Account Funds
   
 
   
Oppenheimer Balanced Fund/VA — Non-Service Shares
Advisor — OppenheimerFunds, Inc.
  The Fund seeks a high total investment return, which includes current income and capital appreciation in the value of its shares.
 
   
Oppenheimer Capital Appreciation Fund/VA — Non-Service Shares
Advisor — OppenheimerFunds, Inc.
  The Fund seeks capital appreciation by investing in securities of well-known, established companies.
 
   
Oppenheimer Main Street Fund®/VA — Non-Service Shares
Advisor — OppenheimerFunds, Inc.
  The Fund seeks high total return (which includes growth in the value of its shares as well as current income) from equity and debt securities.
 
   
PIMCO Variable Insurance Trust
   
 
   
PIMCO VIT Real Return Portfolio — Administrative Class
Advisor — Pacific Investment Management Company LLC
  The Portfolio seeks maximum real return consistent with preservation of real capital and prudent investment management. The Portfolio invests under normal circumstances at least 80% of its assets in inflation-indexed bonds of varying maturities issued by the U. S. and non-U. S. governments, their agencies or government-sponsored enterprises and corporations.
 
   
PIMCO VIT Total Return Portfolio — Administrative Class
Advisor — Pacific Investment Management Company LLC
  The Portfolio seeks maximum total return consistent with preservation of capital and prudent investment management. The Portfolio invests under normal circumstances at least 65% of its assets in a diversified Portfolio of Fixed Income Instruments of varying maturities. The Fund’s average portfolio duration normally varies within a three- to six-year time frame, based on the Advisor’s forecast for interest rates.

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Portfolio / Advisor   Investment Objective / Strategy
Van Kampen-The Universal Institutional Funds, Inc.
 
   
Van Kampen UIF Core Plus Fixed Income Portfolio — Class I
Adviser — Van Kampen(1)
  The investment objective of the Core Plus Fixed Income Portfolio is to seek above-average total return over a market cycle of three to five years by investing primarily in a diversified portfolio of fixed income securities. The Portfolio invests primarily in a diversified mix of dollar denominated investment grade fixed income securities, particularly U.S. Government, corporate and mortgage securities. The Portfolio will ordinarily seek to maintain an average weighted maturity between five and ten years. The Portfolio may invest opportunistically in non-dollar-denominated securities and high yield securities (commonly referred to as “junk bonds”). The Portfolio may invest over 50% of its assets in mortgage securities.
 
   
Van Kampen UIF Mid-Cap Growth Portfolio — Class I
Adviser—Van Kampen(1)
  The investment objective of the Mid Cap Growth Portfolio is to seek long-term capital growth by investing primarily in common stocks and other equity securities. The portfolio invests primarily in growth-oriented equity securities of U.S. mid cap companies and foreign companies, including emerging market securities. The Adviser selects issues form a universe of mid cap companies, most with market capitalization of generally less than $35 billion. The Adviser seeks to invest in high quality companies it believes have sustainable competitive advantages and the ability to redeploy capital at high rates of return.
 
   
Van Kampen UIF U.S. Mid Cap Value Portfolio — Class I
Adviser — Van Kampen(1)
  The investment objective of the Mid Cap Value Portfolio is to seek above-average total return over a market cycle of three to five years by investing primarily in common stocks and equity securities. The Portfolio invests primarily in common stocks of companies traded on a U.S. securities exchange with capitalizations generally in the range of companies included in the Russell Midcap Value Index. The Adviser seeks attractively valued companies experiencing a change that is believed could have a positive impact on a company’s outlook, such as a change in management, industry dynamics or operational efficiency.
 
   
Van Kampen UIF U.S. Real Estate Portfolio — Class I
Adviser — Van Kampen(1)
  The investment objective of the U.S. Real Estate Portfolio is to seek above-average current income and long-term capital appreciation by investing primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts (REITs).
 
   
Van Kampen UIF Value Portfolio — Class I
Adviser — Van Kampen(1)
  The investment objective of the Value Portfolio is to seek above-average total return over a market cycle of three to five years by investing primarily in common stocks and other equity securities. The Portfolio invests primarily in common stocks of companies with capitalizations generally greater than $1 billion. The Portfolio emphasizes a value style of investing seeking well established companies that appear undervalued and currently are not being recognized within the market place. The Portfolio may purchase stocks that do not pay dividends; and it may invest, to a limited extent, in foreign equity securities.
 
(1)   Morgan Stanley Investment Management Inc., which does business in certain instances using the name “Van Kampen,” serves as the investment advisor to the U.S. Mid Cap Value, Value, Core Plus Fixed Income and U.S. Real Estate Portfolios.

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Portfolio / Advisor   Investment Objective / Strategy
Wilshire Variable Insurance Trust
   
 
   
Wilshire 2010 Moderate Fund
Advisor - Wilshire Associates Incorporated
  The 2010 Moderate Fund’s investment objective is to provide high total return until its target retirement date. Thereafter, the 2010 Moderate Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The 2010 Moderate Fund operates under a fund of funds structure. The 2010 Moderate Fund invests in Underlying Funds according to a moderate asset allocation strategy designed for investors planning to retire in 2010, plus or minus two to three years. The 2010 Moderate Fund’s initial target allocation will be approximately 59% fixed income and 41% equity, with an increasing allocation to fixed income over time. Within 5 to 10 years after 2010, the 2010 Moderate Fund’s asset allocation should be approximately 80% investment in fixed income securities and the remaining 20% in equity securities.
 
   
Wilshire 2015 Moderate Fund
Advisor - Wilshire Associates Incorporated
  The 2015 Moderate Fund’s investment objective is to provide high total return until its target retirement date. Thereafter the 2015, Moderate Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The 2015 Moderate Fund operates under a fund of funds structure. The 2015 Moderate Fund invests in Underlying Funds according to a moderate asset allocation strategy designed for investors planning to retire in 2015, plus or minus two to three years. The 2015 Moderate Fund’s initial target allocation will be approximately 51% equity and 49% fixed income, with an increasing allocation to fixed income over time. Within 5 to 10 years after 2015, the 2015 Moderate Fund’s asset allocation should be approximately 80% investment in fixed income securities and the remaining 20% in equity securities.
 
   
Wilshire 2025 Moderate Fund
Advisor - Wilshire Associates Incorporated
  The 2025 Moderate Fund’s investment objective is to provide high total return until its target retirement date. Thereafter, the 2025 Moderate Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The 2025 Moderate Fund operates under a fund of funds structure. The 2025 Moderate Fund invests in Underlying Funds according to a moderate asset allocation strategy designed for investors planning to retire in 2025, plus or minus two to three years. The 2025 Moderate Fund’s initial target allocation will be approximately 72% equity and 28% fixed income, with an increasing allocation to fixed income over time. Within 5 to 10 years after 2025, the 2025 Moderate Fund’s asset allocation should be approximately 80% investment in fixed income securities and the remaining 20% in equity securities.
 
   
Wilshire 2035 Moderate Fund
Advisor - Wilshire Associates Incorporated
  The 2035 Moderate Fund’s investment objective is to provide high total return until its target retirement date. Thereafter, the 2035 Moderate Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The 2035 Moderate Fund operates under a fund of funds structure. The 2035 Moderate Fund invests in Underlying Funds according to a moderate asset allocation strategy designed for investors planning to retire in 2035, plus or minus two to three years. The 2035 Moderate Fund’s initial target allocation will be approximately 92% equity and 8% fixed income, with an increasing allocation to fixed income over time. Within 5 to 10 years after 2035, the 2035 Moderate Fund’s asset allocation should be approximately 80% investment in fixed income securities and the remaining 20% in equity securities.

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Portfolio / Advisor   Investment Objective / Strategy
Wilshire 2045 Moderate Fund
Advisor—Wilshire Associates Incorporated
  The 2045 Moderate Fund’s investment objective is to provide high total return until its target retirement date. Thereafter, the 2045 Moderate Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The 2045 Moderate Fund operates under a fund of funds structure. The 2045 Moderate Fund invests in Underlying Funds according to a moderate asset allocation strategy designed for investors planning to retire in 2045, plus or minus two to three years. The 2045 Moderate Fund’s initial target allocation will be approximately 100% equity, with an increasing allocation to fixed income over time. Within 5 to 10 years after 2045, the 2045 Moderate Fund’s asset allocation should be approximately 80% investment in fixed income securities and the remaining 20% in equity securities.

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APPENDIX C: TRANSFER RESTRICTIONS
     Restrictions on Transfers; Disruptive Trading, Market Timing and Frequent Transfers
We discourage (and will take action to deter) short-term trading in the Contracts because the frequent movement between or among Subaccounts may negatively impact other Contract Owners, Annuitants and Beneficiaries. Short-term trading can result in:
    the dilution of Accumulation Unit Values or Portfolio net asset values
 
    Portfolio advisors taking actions that negatively impact performance such as keeping a larger portion of the Portfolio assets in cash or liquidating investments prematurely in order to support redemption requests
 
    increased administrative costs due to frequent purchases and redemptions
To help protect Contract Owners, Annuitants and Beneficiaries from the negative impact of these practices, we have implemented several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. There is no guarantee that we will be able to detect harmful trading practices, or, if it is detected, to prevent recurrences.
U.S. Mail Restrictions on Persons Engaged in Harmful Trading Practices
We monitor transfer activity in order to identify those who may be engaged in harmful trading practices and we produce and examine transaction reports. Generally, a Contract may appear on these reports if the Contract Owner (or a third party acting on their behalf) engages in a certain number of “transfer events” in a given period. A “transfer event” is any transfer, or combination of transfers, occurring on a given trading day (Valuation Date). For example, multiple transfers by a Contract Owner involving 10 underlying Portfolios in one day count as one transfer event. A single transfer occurring on a given trading day and involving only 2 underlying Portfolios (or one underlying Portfolio if the transfer is made to or from the Fixed Account options) will also count as one transfer event. A transfer event would not include a transfer made pursuant to one of the automatic transfer programs such as dollar cost averaging, portfolio rebalancing and interest sweep.
As a result of this monitoring process, we may restrict the method of communication by which transfer requests will be accepted. In general, we will adhere to the following guidelines:
     
Trading Behavior   Our Response
6 or more transfer events in one quarter of a Contract Year
  We will mail a letter to the Contract Owner notifying the Contract Owner that:
 
(1)    we have identified the Contract Owner as a person engaging in harmful trading practices; and
 
 
 
(2)    if the Contract Owner’s transfer events exceed 12 in one Contract Year, we will automatically require the Contract Owner to submit transfer requests via regular first-class U.S. mail and we will not accept transfer requests from the Contract Owner that are sent by other means such as electronic means or overnight, priority or courier delivery.
 
More than 12 transfer events in one Contract Year
  We will automatically require the Contract Owner to submit transfer requests via regular first-class U.S. mail and we will not accept transfer requests from the Contract Owner that are sent by any other means.
On each Contract Anniversary, we will start the monitoring anew, so that each Contract starts with zero transfer events the first day of each new Contract Year. See, however, the “Other Restrictions” provision below.
U.S Mail Restrictions on Managers of Multiple Contracts
Some investment advisors/representatives manage the assets of multiple Contracts pursuant to trading authority granted or conveyed by multiple Contract Owners. We generally will require these multi-contract advisors to submit all transfers requests via regular first-class U.S. mail.
Other Restrictions
We reserve the right to refuse or limit transfer requests, or take any other action we deem necessary, in order to protect Contract Owners, Annuitants, and Beneficiaries from the negative investment results that may result from short-term

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trading or other harmful investment practices employed by some Contract Owners (or third parties acting on their behalf). In particular, trading strategies designed to avoid or take advantage of our monitoring procedures (and other measures aimed at curbing harmful trading practices) that are nevertheless determined by us to constitute harmful trading practices, may be restricted. We will consider the following factors:
  the dollar amount involved in the transfer event
  the total assets of the Portfolio involved in the transfer event
  the number of transfer events completed in the current quarter of the Contract Year
  whether the transfer event is part of a pattern of transfer events designed to take advantage of short-term market fluctuations or market efficiencies
In addition, the Portfolios reserve the right, in their sole discretion and without prior notice, to reject, restrict or refuse purchase orders received from insurance company separate accounts that the Portfolios determine not to be in the best interest of their shareholders. We will apply such rejections, restrictions or refusals by the Portfolios uniformly and without exception.
The restrictions discussed above are designed to prevent harmful trading practices. Despite such transfer restrictions, there is a risk that such harmful trading practices could still occur. If we determine our goal of curtailing harmful trading practices is not being fulfilled, we may amend or replace the procedures described above without prior notice. We will consider waiving the procedures described above for unanticipated financial emergencies.

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ANNUITY INVESTORS LIFE INSURANCE COMPANYÒ
ANNUITY INVESTORSÒ VARIABLE ACCOUNT B
THE COMMODORE SPIRITÒ
THE COMMODORE ADVANTAGEÒ
AND THE COMMODORE INDEPENDENCEÒ
GROUP AND INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITIES
SUPPLEMENTAL PROSPECTUS DATED MAY 1, 2007
Annuity Investors Life Insurance Company (“the Company,” “we,” “our” or “us”) is providing you with this Supplemental Prospectus that supplements and should be read with the prospectus (“Contract Prospectus”) dated May 1, 2007, for either The Commodore Spirit®, The Commodore Advantage® or The Commodore Independence® Variable Annuity (the “Contract”). The Contract Prospectus contains details regarding your Contract. Please read the Contract Prospectus and this Supplemental Prospectus carefully and keep them for future reference. Unless otherwise indicated, terms used in this Supplemental Prospectus have the same meaning as in the Contract Prospectus.
This Supplemental Prospectus provides information you should know before making any decision to allocate purchase payments or transfer amounts to the subaccounts (collectively, the “Closed Subaccounts”) investing in the following Portfolios:
     
 
  AIM Variable Investment Funds
 
  -AIM V.I. Dynamics Fund-Series I Shares
 
   
 
  Janus Aspen Series
 
  -Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares
 
   
 
  The Timothy Plan Variable Series
 
  -The Timothy Plan Conservative Growth Variable Series
 
  -The Timothy Plan Small-Cap Variable Series
 
  -The Timothy Plan Strategic Growth Variable Series
The Timothy Plan Small-Cap Variable Series Closed Subaccount is an additional investment option of the Contracts available only to Contract Owners who held Accumulation Units in that Subaccount on April 30, 2002. The AIM V.I. Dynamics Fund Closed Subaccount, the Janus Aspen Series Worldwide Growth Closed Subaccount, The Timothy Plan Conservative Growth Variable Series Closed Subaccount, and The Timothy Plan Strategic Growth Variable Series Closed Subaccount are additional investment options of the Contracts available only to Contract Owners who held Accumulation Units in these Subaccounts on November 30, 2004. Each of these investment options will become unavailable to you once you no longer have money in that Subaccount. Unless the context requires otherwise, all provisions of the Contract Prospectus are applicable to the Subaccounts described in this Supplemental Prospectus.
The Statement of Additional Information (“SAI”) dated May 1, 2007, contains more information about the Separate Account and the Contracts, including the Subaccounts. We filed the SAI with the Securities and Exchange Commission (SEC) and it is legally part of the Contract Prospectus and this Supplemental Prospectus. The table of contents for the SAI is located on the last page of the Contract Prospectus. For a free copy, complete and return the form on the last page of the Contract Prospectus, or call us at 1-800-789-6771. You may also access the SAI and the other documents filed with the SEC about the Company, the Separate Account and the Contracts at the SEC’s website: http://www.sec.gov. The registration number for The Commodore Spirit® is 333-19725; The Commodore Advantage® is 333-51971; and The Commodore Independence® is 333-51955.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THE CONTRACT PROSPECTUS OR THIS SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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You should rely only on the information contained in the Contract, the Contract Prospectus, this Supplemental Prospectus, the SAI, or our approved sales literature. The description of the Contract in the Contract Prospectus is subject to the specific terms of your Contract as it contains specific contractual provisions and conditions. If the terms of your Contract differ from those in the Contract Prospectus, you should rely on the terms in your Contract. No one is authorized to give any information or make any representation other than those contained in the Contract, the Contract Prospectus, this Supplemental Prospectus, the SAI or our approved sales literature.

These securities may be sold by a bank or credit union, but are not financial institution products.
§   The Contracts are not FDIC or NCUSIF insured
 
§   The Contracts are obligations of the Company and not of the bank or credit union
 
§   The bank or credit union does not guarantee the Company’s obligations under the Contracts
 
§   The Contracts involve investment risk and may lose value

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FINANCIAL INFORMATION
Condensed Financial Information
Appendix A to this Supplemental Prospectus provides condensed financial information for the Commodore Spirit®, the Commodore Advantage®, and the Commodore Independence® variable annuities with respect to each Closed Subaccount. This information includes the following information:
  year-end accumulation unit value for each Closed Subaccount from the end of the year of inception through December 31, 2006
  number of accumulation units outstanding as of the end of each period.
Financial Statements
The financial statements and reports of the independent registered public accounting firm of the Company and of the Separate Account are included in the Statement of Additional Information.
THE PORTFOLIOS
The Separate Account currently offers each of the Closed Subaccounts only to the Contract Onwers who held Accumulation Units in such Closed Subaccount on the date it was closed to new investors (as indicated on the first page of this Supplemental Prospectus). Each Closed Subaccount invests in the corresponding Portfolio listed below, which has its own investment objectives, policies and practices. The current Portfolio prospectuses, which accompany this Supplemental Prospectus, contain additional information concerning the investment objectives and policies of the Portfolios, the investment advisory services and administrative services of the Portfolios, and the charges of the Portfolios.
You should read the Portfolio prospectuses and this Supplemental Prospectus carefully before making any decision concerning allocating additional purchase payments or transferring amounts to any of these Closed Subaccounts or the Subaccounts.
There is no assurance that any Portfolio will achieve its stated objectives. The SEC does not supervise the management or the investment policies and/or practices and/or of any Portfolio.
All dividends and capital gains distributed by the Portfolios are reinvested in the Separate Account and reflected in Accumulation Unit Value. Portfolio dividends and net capital gains are not distributed to Owners.
The Portfolios are available only through insurance company separate accounts and certain qualified retirement plans. Though a Portfolio may have a name and/or investment objectives which are similar to those of a publicly available mutual fund, and/or may be managed by the same investment advisor that manages a publicly available mutual fund, the performance of the Portfolio is entirely independent of the performance of any publicly available mutual fund. Neither the Company nor the Portfolios make any representations or assurances that the investment performance of the Portfolios will be the same or similar to the investment performance of any publicly available mutual fund.

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Portfolio   Adviser and Type of Fund
AIM Variable Investment Funds
   
 
   
AIM V.I. Dynamics Fund-Series I Shares
  A I M Advisors, Inc.
 
  Mid cap growth
 
   
Janus Aspen Series
   
 
   
Janus Aspen Series Worldwide Growth Portfolio – Service Shares
  Janus Capital Management LLC
World stock
 
   
The Timothy Plan Variable Series
   
 
   
The Timothy Plan Conservative Growth Variable Series
  Timothy Partners, Ltd.
Asset allocation
 
   
The Timothy Plan Small-Cap Variable Series
  Timothy Partners, Ltd.
Small cap value
 
   
The Timothy Plan Strategic Growth Variable Series
  Timothy Partners, Ltd.
Asset allocation
Expenses of the Portfolios
In addition to charges and deductions by us, there are Portfolio management fees and administration expenses. These fees and expenses are described in the prospectuses and statements of additional information for the Portfolios. Portfolio expenses, like Separate Account expenses, are reflected in Accumulation Unit Values (or Benefit Unit Values).
Investment Options-Allocations
You may allocate purchase payments in whole percentages to any of the currently available Subaccounts described in the Contract Prospectus or to any of the Fixed Account options.
You may allocate purchase payments to The Timothy Plan Small-Cap Variable Series Closed Subaccount only if you held Accumulation Units in that Closed Subaccount as of April 30, 2002. This investment option will become unavailable to you once you no longer have Accumulation Units in these Closed Subaccounts.
You may allocate purchase payments to any of the following Closed Subaccounts only if you held Accumulation Units in the respective Closed Subaccount as of November 30, 2004.
§   AIM V.I. Dynamics Fund Closed Subaccount
§   Janus Aspen Series Worldwide Growth Portfolio Closed Subaccount
§   The Timothy Plan Conservative Growth Variable Series Closed Subaccount
§   The Timothy Plan Strategic Growth Variable Series Closed Subaccount
Each of these investment options will become unavailable to you once you no longer have money in that Closed Subaccount.
Substitutions of Portolios
As described in the Contract Prospectus, we may substitute a new Portfolio or similar investment option for any Portfolio in which a Subaccount invests. We would make a substitution to ensure the underlying Portfolio continues to be a suitable investment, consistent with the protection of investors. A substitution may be triggered by unsatisfactory investment performance, a change in laws or regulations, a change in a Portfolio’s investment objectives or restrictions, a change in the availability of the Portfolio for investment, or any other reason. Before any substitution, we will obtain any required approvals, including approval from the SEC or from Contract Owners.

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Table of Contents

APPENDIX A: CONDENSED FINANCIAL INFORMATION
The tables below give year-end Accumulation Unit Information for the Commodore Spirit, Commodore Advantage, and Commodore Independence variable annuities with respect to each Closed Subaccount from the end of the year of inception through December 31, 2006. It should be read in conjunction with the Separate Account financial statements, including the notes to those statements. The beginning Accumulation Unit Value for each Closed Subaccount shown was 10.00000 as of July 15, 1997 (the Separate Account commencement date) for the Janus Aspen Series Worldwide Growth Portfolio, or as of May 1, 1998 (the effective date of the Closed Subaccounts) for The Timothy Plan Small-Cap Variable Series, or as of May 1, 2001 (the effective date of the Closed Subaccounts) for the AIM V.I. Dynamics Fund — Series I Shares, or as of May 1, 2002 (the effective date of the Closed Subaccounts) for The Timothy Plan Conservative Growth Variable Series and The Timothy Plan Strategic Growth Variable Series.
The Commodore Spirit® (Current Contract)
                         
                    Number of    
                Enhanced with   Enhanced with    
    Number of       Number of   Administration   Administration    
    Standard       Enhanced   Charges   Charges Waived    
Standard   Accumulation   Enhanced   Accumulation   Waived   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
AIM V.I. Dynamics Fund-Series I Shares        
10.287076
  105,073.806   10.463499   0.000   10.552834   88.031   12/31/06
8.984924
  75,896.111   9.111342   0.000   9.175262   60.280   12/31/05
8.229888
  77,529.977   8.320433   0.000   8.366155   23.763   12/31/04
7.364205
  63,086.332   7.422756   0.000   7.452291   0.000   12/31/03
5.417943
  78,143.205   5.444887   0.000   5.458451   0.000   12/31/02
8.067308
  93,275.876   8.083372   0.000   8.091444   0.000   12/31/01
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares        
14.717387
  1,410,898.731   15.139123   8,089.661   15.354205   198.036   12/31/06
12.627182
  1,622,445.152   12.949718   9,847.675   13.113864   180.878   12/31/05
12.096493
  1,892,337.612   12.367909   10,895.424   12.505798   292.617   12/31/04
11.708282
  2,099,555.231   11.934844   14,464.542   12.049706   277.111   12/31/03
 9.574914
  2,438,561.261   9.731344   10,650.649   9.810429   2,191.502   12/31/02
13.032840
  2,364,153.929   13.206482   7,650.835   13.294015   2,191.502   12/31/01
17.039678
  2,082,293.354   17.215191   5,014.610   17.303370   3,484.654   12/31/00
20.488548
  1,026,072.851   20.638429   2,225.846   20.713399   151.550   12/31/99
12.632936
  402,131.168   12.687776   123.659   12.715080   0.000   12/31/98
9.935860
  56,665.753   9.949496   0.000   9.956287   0.000   12/31/97
The Timothy Plan Conservative Growth Variable Series        
12.081358
  512,762.391   12.252064   13.418   12.338233   0.000   12/31/06
11.224446
  572,609.363   11.348586   13.418   11.411149   0.000   12/31/05
10.806880
  586,564.485   10.893329   175.420   10.936855   0.000   12/31/04
10.342389
  348,794.768   10.393659   37.886   10.419451   0.000   12/31/03
8.916475
  167,693.588   8.934171   0.200   8.943061   0.000   12/31/02

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Table of Contents

                         
                    Number of    
                Enhanced with   Enhanced with    
    Number of       Number of   Administration   Administration    
    Standard       Enhanced   Charges   Charges Waived    
Standard   Accumulation   Enhanced   Accumulation   Waived   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
The Timothy Plan Small-Cap Variable Series        
20.317413
  218,626.764   20.850379   1,655.833   21.035880   0.000   12/31/06
17.335322
  277,780.814   17.736216   2,457.919   17.867005   0.000   12/31/05
17.697722
  310,246.389   18.052188   2,782.088   18.157863   0.000   12/31/04
16.103370
  325,717.236   16.376328   2,478.777   16.447350   0.000   12/31/03
11.570446
  411,952.278   11.731810   1,895.369   11.765228   0.000   12/31/02
14.201161
  358,967.966   14.356543   1,265.216   14.376029   0.000   12/31/01
12.876042
  256,856.613   12.978169   676.849   12.976380   0.000   12/31/00
12.097693
  94,238.615   12.157659   374.501   12.137973   0.000   12/31/99
10.283942
  29,293.327   10.304332   17.653   N/A   N/A   12/31/98
The Timothy Plan Strategic Growth Variable Series        
12.181313
  629,515.069   12.352932   0.000   12.439564   0.000   12/31/06
11.247959
  673,218.784   11.371889   0.000   11.434368   0.000   12/31/05
10.772978
  687,211.128   10.858721   0.000   10.901897   0.000   12/31/04
10.104822
  408,637.294   10.154501   0.000   10.179502   0.000   12/31/03
8.194917
  159,507.218   8.210855   0.000   8.218868   0.000   12/31/02

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Table of Contents

The Commodore Spirit® (Contract with Death Benefit Rider No Longer Available*)
 
*   See The Commodore Spirit® Supplemental Prospectus dated May 1, 2007 regarding the Cancelled Death Benefit Rider for more information.
                         
            Number of       Number of    
            Optional       Optional    
        Optional   Death Benefit   Optional   Death Benefit    
    Number of   Death Benefit   (issue age 65   Death Benefit   (issue age over    
    Standard   (issue age 65   and younger)   (issue age over   65/under 79)    
Standard   Accumulation   and younger)   Accumulation   65/under 79)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
AIM V.I. Dynamics Fund-Series I Shares        
10.287076
  105,073.806   10.228974   157.523   10.142423   0.000   12/31/06
8.984924
  75,896.111   8.943219   130.974   8.881025   0.000   12/31/05
8.229888
  77,529.977   8.199982   100.281   8.155318   0.000   12/31/04
7.364205
  63,086.332   7.344844   64.658   7.315884   0.000   12/31/03
5.417943
  78,143.205   5.409027   24.686   5.395649   0.000   12/31/02
8.067308
  93,275.876   8.061982   0.000   8.053984   0.000   12/31/01
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares        
14.717387
  1,410,898.731   14.579256   2,270.609   14.375089   0.000   12/31/06
12.627182
  1,622,445.152   12.521328   2,340.830   12.364730   0.000   12/31/05
12.096493
  1,892,337.612   12.007224   2,503.457   11.875064   0.000   12/31/04
11.708282
  2,099,555.231   11.633594   2,809.923   11.522959   0.000   12/31/03
9.574914
  2,438,561.261   9.523209   2,621.610   9.446581   0.000   12/31/02
13.032840
  2,364,153.929   12.975281   1,362.573   12.889939   0.000   12/31/01
17.039678
  2,082,293.354   N/A   N/A   N/A   N/A   12/31/00
20.488548
  1,026,072.851   N/A   N/A   N/A   N/A   12/31/99
12.632936
  402,131.168   N/A   N/A   N/A   N/A   12/31/98
9.935860
  56,665.753   N/A   N/A   N/A   N/A   12/31/97
The Timothy Plan Conservative Growth Variable Series        
12.081358
  512,762.391   12.025018   9,153.898   11.940953   0.000   12/31/06
11.224446
  572,609.363   11.183411   4,407.021   11.122095   0.000   12/31/05
10.806880
  586,564.485   10.778271   4,590.387   10.735463   0.000   12/31/04
10.342389
  348,794.768   10.325409   7,343.039   10.299964   0.000   12/31/03
8.916475
  167,693.588   8.910599   1,125.801   8.901785   0.000   12/31/02
The Timothy Plan Small-Cap Variable Series        
20.317413
  218,626.764   20.143256   976.759   19.884612   0.000   12/31/06
17.335322
  277,780.814   17.204132   781.843   17.009020   0.000   12/31/05
17.697722
  310,246.389   17.581568   782.093   17.408569   0.000   12/31/04
16.103370
  325,717.236   16.013800   604.436   15.880218   0.000   12/31/03
11.570446
  411,952.278   11.517409   4,231.387   11.438200   0.000   12/31/02
14.201161
  358,967.966   14.150023   13.748   14.073530   0.000   12/31/01
12.876042
  256,856.613   N/A   N/A   N/A   N/A   12/31/00
12.097693
  94,238.615   N/A   N/A   N/A   N/A   12/31/99
10.283942
  29,293.327   N/A   N/A   N/A   N/A   12/31/98
The Timothy Plan Strategic Growth Variable Series        
12.181313
  629,515.069   12.124648   175.753   12.040151   0.000   12/31/06
11.247959
  673,218.784   11.206981   140.480   11.145787   0.000   12/31/05
10.772978
  687,211.128   10.744596   590.905   10.702146   0.000   12/31/04
10.104822
  408,637.294   10.088364   3,195.360   10.063711   0.000   12/31/03
8.194917
  159,507.218   8.189622   4,019.666   8.181687   0.000   12/31/02

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The Commodore Independence® (Current Contract)
                         
            Number of       Number of    
            Enhanced       Enhanced    
        Enhanced   (1.10% Total   Enhanced   (0.90% Total    
        (1.10% Total   Separate   (0.90% Total   Separate    
    Number of   Separate   Account   Separate   Account    
    Standard   Account   Expenses)   Account   Expenses)    
Standard   Accumulation   Expenses)   Accumulation   Expenses)   Accumulation    
Accumulation   Units   Accumulation   Units   Accumulation   Units    
Unit Value   Outstanding   Unit Value   Outstanding   Unit Value   Outstanding   Year
AIM V.I. Dynamics Fund-Series I Shares        
10.287076
  105,073.806   10.463499   0.000   10.582630   0.000   12/31/06
8.984924
  75,896.111   9.111342   0.000   9.196547   0.000   12/31/05
8.229888
  77,529.977   8.320433   0.000   8.381370   0.000   12/31/04
7.364205
  63,086.332   7.422756   0.000   7.462101   7.139   12/31/03
5.417943
  78,143.205   5.444887   0.000   5.462949   0.000   12/31/02
8.067308
  93,275.876   8.083372   0.000   8.094120   0.000   12/31/01
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares        
14.717387
  1,410,898.731   15.139123   8,089.661   11.768528   0.000   12/31/06
12.627182
  1,622,445.152   12.949718   9,847.675   10.046327   0.000   12/31/05
12.096493
  1,892,337.612   12.367909   10,895.424   9.575676   0.000   12/31/04
11.708282
  2,099,555.231   11.934844   14,464.542   9.221822   46,144.266   12/31/03
9.574914
  2,438,561.261   9.731344   10,650.649   7.504379   39,742.411   12/31/02
13.032840
  2,364,153.929   13.206482   7,650.835   10.164080   32,752.139   12/31/01
17.039678
  2,082,293.354   N/A   N/A   N/A   N/A   12/31/00
20.488548
  1,026,072.851   N/A   N/A   N/A   N/A   12/31/99
12.632936
  402,131.168   N/A   N/A   N/A   N/A   12/31/98
9.935860
  56,665.753   N/A   N/A   N/A   N/A   12/31/97
The Timothy Plan Conservative Growth Variable Series        
12.081358
  512,762.391   12.252064   13.418   12.367019   0.000   12/31/06
11.224446
  572,609.363   11.348586   13.418   11.432023   0.000   12/31/05
10.806880
  586,564.485   10.893329   175.420   10.951356   0.000   12/31/04
10.342389
  348,794.768   10.393659   37.886   10.428026   0.000   12/31/03
8.916475
  167,693.588   8.934171   0.200   8.946009   0.000   12/31/02
The Timothy Plan Small-Cap Variable Series        
20.317413
  218,626.764   20.850379   1,655.833   21.150591   0.000   12/31/06
17.335322
  277,780.814   17.736216   2,457.919   17.955404   0.000   12/31/05
17.697722
  310,246.389   18.052188   2,782.088   18.238528   0.000   12/31/04
16.103370
  325,717.236   16.376328   2,478.777   16.512134   0.000   12/31/03
11.570446
  411,952.278   11.731810   1,895.369   11.805762   0.000   12/31/02
14.201161
  385,967.966   14.356543   1,265.216   14.418440   0.000   12/31/01
12.876042
  256,856.613   12.978169   676.849   13.008207   0.000   12/31/00
12.097693
  94,238.615   12.157659   374.501   12.137973   0.000   12/31/99
10.283942
  29,293.327   10.304332   17.653   N/A   N/A   12/31/98
The Timothy Plan Strategic Growth Variable Series        
12.181313
  629,515.069   12.352932   0.000   12.468482   0.000   12/31/06
11.247959
  673,218.784   11.371889   0.000   11.455183   0.000   12/31/05
10.772978
  687,211.128   10.858721   0.000   10.916251   0.000   12/31/04
10.104822
  408,637.294   10.154501   0.000   10.187798   0.000   12/31/03
8.194917
  159,507.218   8.210855   0.000   8.221523   0.000   12/31/02

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Table of Contents

                 
Enhanced with   Number of Enhanced   Enhanced with   Number of Enhanced    
Administration   with Administration   Administration   with Administration    
charges waived   charges waived   charges waived   charges waived    
(0.95% Total   (0.95% Total   (0.75% Total   (0.75% Total    
Separate Account   Separate Account   Separate Account   Separate Account    
Expenses)   Expenses)   Expenses)   Expenses)    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
AIM V.I. Dynamics Fund-Series I Shares
10.552834
  88.031   10.672996   122.199   12/31/06
9.175262
  60.280   9.261113   111.545   12/31/05
8.366155
  23.763   8.427490   63.240   12/31/04
7.452291
  0.000   7.491858   57.208   12/31/03
5.458451
  0.000   5.476583   18.335   12/31/02
8.091444
  0.000   8.102202   0.000   12/31/01
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares
15.354205
  198.036   11.918070   2,527.467   12/31/06
13.113864
  180.878   10.158682   2,571.733   12/31/05
12.505798
  292.617   9.668184   2,190.387   12/31/04
12.049706
  277.111   9.296883   2,169.871   12/31/03
9.810429
  2,191.502   7.554217   1,573.229   12/31/02
13.294015
  2,191.502   10.216331   0.000   12/31/01
The Timothy Plan Conservative Growth Variable Series
12.338233
  0.000   12.453961   4,166.020   12/31/06
11.411149
  0.000   11.495051   2,663.055   12/31/05
10.936855
  0.000   10.995154   133.936   12/31/04
10.419451
  0.000   10.453956   6.078   12/31/03
8.943061
  0.000   8.954924   0.000   12/31/02
The Timothy Plan Small-Cap Variable Series
21.035880
  0.000   21.380470   758.101   12/31/06
17.867005
  0.000   18.123238   739.509   12/31/05
18.157863
  0.000   18.381300   565.694   12/31/04
16.447350
  0.000   16.616330   366.035   12/31/03
11.765228
  0.000   11.862623   528.208   12/31/02
14.376029
  0.000   14.466293   0.000   12/31/01
12.976380
  0.000   N/A   N/A   12/31/00
12.137973
  0.000   N/A   N/A   12/31/99
N/A
  N/A   N/A   N/A   12/31/98
The Timothy Plan Strategic Growth Variable Series
12.439564
  0.000   12.555889   182.582   12/31/06
11.434368
  0.000   11.518110   132.752   12/31/05
10.901897
  0.000   10.959701   70.404   12/31/04
10.179502
  0.000   10.212939   30.285   12/31/03
8.218868
  0.000   8.229559   0.000   12/31/02

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Table of Contents

The Commodore Advantage® (Current Contract)
                 
            Number of    
        Standard with   Standard with    
    Number of   Administration   Administration    
Standard   Standard   Charges Waived   Charges Waived    
Accumulation Unit   Accumulation Units   Accumulation Unit   Accumulation Units    
Value   Outstanding   Value   Outstanding   Year
AIM V.I. Dynamics Fund-Series I Shares    
10.287076
  105,073.806   10.374943   0.000   12/31/06
8.984924
  75,896.111   9.047929   0.000   12/31/05
8.229888
  77,529.977   8.275039   0.000   12/31/04
7.364205
  63,086.331   7.393411   0.000   12/31/03
5.417943
  78,143.205   5.431395   0.000   12/31/02
8.067308
  93,275.876   8.075340   0.000   12/31/01
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares    
14.717387
  1,410,898.731   11.427272   9,745.222   12/31/06
12.627182
  1,622,445.152   9.789468   17,865.960   12/31/05
12.096493
  1,892,337.612   9.363811   18,261.241   12/31/04
11.708282
  2,099,555.231   9.049605   17,208.944   12/31/03
9.574914
  2,438,561.261   7.389719   10,530.938   12/31/02
13.032840
  2,364,153.929   10.043546   0.000   12/31/01
17.039678
  2,082,293.354   N/A   N/A   12/31/00
20.488548
  1,026,072.851   N/A   N/A   12/31/99
12.632936
  402,131.168   N/A   N/A   12/31/98
9.935860
  56,665.753   N/A   N/A   12/31/97
The Timothy Plan Conservative Growth Variable Series    
12.081358
  512,762.391   12.166498   0.000   12/31/06
11.224446
  572,609.363   11.286400   856.937   12/31/05
10.806880
  586,564.485   10.850052   619.421   12/31/04
10.342389
  348,794.768   10.368005   0.000   12/31/03
8.916475
  167,693.588   8.925318   0.000   12/31/02
The Timothy Plan Small-Cap Variable Series    
20.317413
  218,626.764   20.453106   0.000   12/31/06
17.335322
  277,780.814   17.424644   0.000   12/31/05
17.697722
  310,246.389   17.761935   0.000   12/31/04
16.103370
  325,717.236   16.137364   0.000   12/31/03
11.570446
  411,952.278   11.577730   0.000   12/31/02
14.201161
  358,967.966   14.189031   4.378   12/31/01
12.876042
  256,856.613   N/A   N/A   12/31/00
12.097693
  94,238.615   N/A   N/A   12/31/99
10.283942
  29,293.327   N/A   N/A   12/31/98
The Timothy Plan Strategic Growth Variable Series    
12.181313
  629,515.069   12.266874   0.000   12/31/06
11.247959
  673,218.784   11.309780   0.000   12/31/05
10.772978
  687,211.128   10.815763   0.000   12/31/04
10.104822
  408,637.294   10.129626   0.000   12/31/03
8.194917
  159,507.218   8.202876   0.000   12/31/02

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APPENDIX B: PORTFOLIOS
     
Portfolio / Adviser   Investment Objective / Strategy
AIM Variable Insurance Funds
   
 
   
AIM V.I. Dynamics Fund – Series I Shares

Advisor — A I M Advisors, Inc.
  The fund’s investment objective is long-term capital growth. The fund normally invests at least 65% of its net assets in common stocks of mid-size companies. The advisor actively manages the fund, focusing on mid-cap companies with high growth potential that also are favorably priced relative to the growth expectations for that company. The fund may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depositary Receipts are not subject to this 25% limitation. The fund also has the flexibility to invest in other types of securities including preferred stocks, convertible securities and bonds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.
 
   
Janus Aspen Series
   
 
   
Janus Aspen Series Worldwide Growth Portfolio-Institutional Shares

Advisor — Janus Capital Management LLC
  This diversified portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital by investing primarily in common stocks of companies of any size located throughout the world. The portfolio normally invests in issuers from several different countries, including the U.S. The portfolio may, under unusual circumstances, invest in a single country. The portfolio may have significant exposure to emerging markets. Within the parameters of its specific investment policies, the portfolio may invest in foreign equity and debt securities, which may include investments in emerging markets.
 
   
The Timothy Plan Variable Series
   
 
   
The Timothy Plan Conservative Growth VS

Advisor — Timothy Partners, Ltd.
  The primary investment objective of the Timothy Plan Conservative Growth Variable Series is to seek moderate levels of long-term capital growth, with a secondary objective of current income. The Portfolio normally invests at least 75% in specific funds offered by the Timothy Plan family of funds. Fund investments are reallocated as new assets come into the Fund and at the end of each quarter, as needed to maintain the asset allocation. The securities in which the underlying funds shall be precluded from investing, by virtue of the funds’ and Portfolio’s ethical standards, are referred to as “excluded securities.”
 
   
The Timothy Plan Small-Cap Variable Series

Advisor — Timothy Partners, Ltd.
  The primary investment objective of the Timothy Plan Small-Cap Variable Series is to seek long-term capital growth, with a secondary objective of current income. The Portfolio seeks to achieve its objectives while abiding by ethical standards established for investments by the Portfolio. The securities in which the Portfolio is precluded from investing, by virtue of the Portfolio’s ethical standards, are referred to as excluded securities.

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Portfolio / Adviser   Investment Objective / Strategy
The Timothy Plan Strategic Growth VS

Advisor — Timothy Partners, Ltd.
  The primary investment objective of the Timothy Plan Strategic Growth Variable Series is to seek medium to high levels of long-term capital growth, with a secondary objective of current income. The Portfolio normally invests at least 75% in specific funds offered by the Timothy Plan family of funds. Fund investments are reallocated as new assets come into the Fund and at the end of each quarter, as needed to maintain the asset allocation. The securities in which the underlying funds shall be precluded from investing, by virtue of the funds’ and Portfolio’s ethical standards, are referred to as “excluded securities.”

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