ThZeal - The Zeal

ANNUITY INVESTORS LIFE INSURANCE COMPANY^Ò
ANNUITY INVESTORS^Ò VARIABLE ACCOUNT B

THE COMMODORE SPIRITÒ
AND THE COMMODORE ADVANTAGEÒ
GROUP AND INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITIES

Supplemental Prospectus dated July 23, 2007

Annuity Investors Life Insurance Company^® (“the Company,” “we,” “our” and “us”) is providing you with this Supplemental Prospectus that supplements and should be read with the prospectus (“Contract Prospectus”) dated July 23, 2007, for either The Commodore Spirit^® or The Commodore Advantage^® 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 REGARDING THE ONE-YEAR GUARANTEED INTEREST RATE OPTION. AS OF MAY 1, 2007, YOU WILL NOT BE ABLE TO ALLOCATE PURCHASE PAYMENTS OR TRANSFER AMOUNTS TO THE ONE-YEAR GUARANTEED INTEREST RATE OPTION. UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL PROVISIONS OF THE CONTRACT PROSPECTUS ARE APPLICABLE TO THE ONE-YEAR GUARANTEED INTEREST RATE OPTION 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. 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; and The Commodore Advantage^® is 333-51971.

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.

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

ANNUITY INVESTORS LIFE INSURANCE COMPANY^®
ANNUITY INVESTORS^{^®} VARIABLE ACCOUNT B

THE COMMODORE SPIRIT^{^®}
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES
PROSPECTUS DATED JULY 23, 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 offer both variable and fixed investment options. The variable investment options under the Contracts are Subaccounts of Annuity Investors^{^®} Variable Account B (the “Separate Account”). The Contracts currently offer 46 Subaccounts. Each Subaccount is invested in shares of a registered investment company or a portfolio thereof (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		-Ibbotson Income /Growth ETF Asset Allocation Portfolio-Class II
-AIM V.I. High Yield Fund-Series I Shares
-AIM V.I. Small Cap Equity Fund-Series I Shares		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 Ultra^â 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

The fixed investment options are provided through the Company’s Fixed Account. The Contracts currently offer 5 fixed investment options:

•		Fixed Accumulation Account

•		One-Year Guaranteed Interest Rate Option

•		Three-Year Guaranteed Interest Rate Option

•		Five-Year Guaranteed Interest Rate Option

•		Seven-Year Guaranteed Interest Rate Option

The Contracts are available for tax-qualified and non-tax-qualified annuity purchases. All Contracts are designed to be eligible for tax-deferred treatment during the Accumulation Period. The tax treatment of annuities is discussed in the Federal Tax Matters section of this prospectus.

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. We filed the SAI with the Securities and Exchange Commission (“SEC”). It is part of this prospectus. For a free copy, complete and return the form on the last page of this prospectus, or call the Company at 1-800-789-6771. You may also access the SAI (as well as all other documents filed with the SEC with respect to the Contracts, the Separate Account or the Company) at the SEC’s web site: http://www.sec.gov. The registration number is 333-19725. The table of contents for the SAI is printed on the last page of this prospectus.

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

Right to Cancel

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.

Riders

This contract offers two optional riders that provide guaranteed withdrawal benefits (the “Riders”)—the Guaranteed Living Withdrawal Benefit Rider and the Guaranteed Minimum Withdrawal Benefit Rider. The Riders may not available in all states and may not be available with Contracts issued before September 7, 2007. If your Contract was issued in connection with an employer plan, the availability of the Riders may be restricted. For additional information about the availability of the Riders, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, 1-800-789-6771.

Overview

A brief overview of the Contracts is included on pages 6-8 of this prospectus.

DEFINITIONS

The capitalized terms defined on this page will have the meanings given to them when used in this prospectus. Other terms which may have a specific meaning under the Contracts, but which are not defined on this page, will be explained in the sections of this prospectus where they are primarily used.

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^{^®}.

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

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).

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.

EXPENSE TABLES

These tables describe the fees and expenses that you will pay when you buy, hold or withdraw amounts from the Contract.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, withdrawal amounts from the Contract, surrender the Contract, transfer cash value between investment options or borrow money under the Contract. Premium taxes may also be deducted.

Contract Owner Transaction Expenses


	Current			Maximum
Maximum Contingent Deferred Sales Charge (applies to purchase payments only)		8.00	%		8.00	%
Transfer Fee	$	25	*	$	30
* This fee currently applies to transfers in excess of 12 in any Contract Year.
Annual Automatic Transfer Program Fee	None			$	30
Annual Systematic Withdrawal Fee	None			$	30


Current 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		$	30

Separate Account Annual Expenses

(as a percentage of the average value of the Owner’s interest in the Subaccounts)


							Enhanced Contracts
							with Administration
	Standard Contracts			Enhanced Contracts			Charge Waived*
Mortality and Expense Risk Charge		1.25	%		0.95	%		0.95	%
Administration Charge		0.15	%		0.15	%		0.00	%
Total Separate Account Annual Expenses		1.40	%		1.10	%		0.95	%

When we also expect to incur reduced administrative expenses, we may waive the Administration Charge.


	Current			Maximum
Guaranteed Lifetime Withdrawal Benefit Rider Charge		0.55	%		1.20	%
Guaranteed Lifetime Withdrawal Benefit Rider with Spousal Continuation Charge		0.70	%		1.20	%
Guaranteed Minimum Withdrawal Benefit Rider Charge		0.40	%		1.00	%

Rider charges are assessed only if you activate the Rider. Rider charges are assessed against the Benefit Base Amount determined under the Rider. The Benefit Base Amount starts with the Account Value of the Contract on the date that the Rider is activated. However, after activation, the Benefit Base Amount will not reflect income, gains, or losses in your Account Value unless you elect to reset the Benefit Base Amount. After a Rider is activated, withdrawals from the Contract other than to pay Rider charges or Rider Benefits will reduce the Benefit Base Amount by the same percentage as the percentage reduction in the Account Value. See the Guaranteed Living Withdrawal Benefit and Guaranteed Minimum Withdrawal Benefit sections of this prospectus.

The next item shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for each 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	%


*		Contractual fee reductions and/or expense reimbursements related to a Portfolio will continue for a period that ends on a specific date. The shortest period will end on September 30, 2007 and the longest period will end on April 30, 2009.

The information about Portfolio expenses that the Company used to prepare this table was provided to the 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 Portfolios in the Financial Investors Variable Insurance Trust and the Wilshire Variable Insurance Trust are structured as “fund of funds” and invest in other investment companies (“Acquired Funds”). As a result, each Ibbotson portfolio and each Wilshire portfolio will likely incur higher expenses than fund that invest directly in securities.

The maximum expenses shown in the table are the expenses of the Wilshire 2045 Moderate Fund (the “Wilshire 2045 Fund”). The expenses shown in the table for the 2045 Wilshire Fund include fees and expenses of its Acquired Funds. The 2045 Wilshire Fund’s expenses before any reduction or reimbursement reflect the small asset base of the 2045 Wilshire Fund, which commenced operations on May 1, 2006. The Wilshire 2045 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 2045 Fund’s expenses, excluding the fees and expenses of its Acquired Funds will not exceed 0.50% and (2) two components (other expenses and expense reimbursements) of the 2045 Wilshire Fund’s total expenses were calculated as of April 10, 2007 to reflect asset growth in the Wilshire 2045 Fund since December 31, 2006.

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.

Example 1: Contract with Optional Benefit Rider and Maximum Fund Operating Expenses

Assumptions

•		You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.

•		You activate the Guaranteed Lifetime Withdrawal Benefit with Spousal Continuation when you purchase your Contract and the maximum rider charge of 1.20% is incurred.

•		The annual contract maintenance fee of $30 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.

•		Table #1 assumes that you surrender your Contract at the end of the indicated period and the applicable contingent deferred sales charge is incurred.

•		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
Before reimbursement	$	1,990	$	4,272	$	6,458	$	11,969
After reimbursement	$	1,167	$	1,976	$	2,895	$	5,948

(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
Before reimbursement	$	1,290	$	3,772	$	6,158	$	11,969
After reimbursement	$	467	$	1,476	$	2,595	$	5,948

Example 2: Contract with No Riders and Minimum Fund Operating Expenses

Assumptions

•		You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.

•		You do not activate either rider at any time during the indicated period.

•		The annual contract maintenance fee of $30 and Separate Account annual expenses of 1.40% are incurred.

•		The minimum Portfolio expenses (0.27%) are incurred.

•		Table #1 assumes that you surrender your Contract at the end of the indicated period and the applicable contingent deferred sales charge is incurred.

•		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 indicated period:


1 year	3 years		5 years		10 years
$903	$	1,155	$	1,477	$	2,839

(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
$203	$	655	$	1,177	$	2,839

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.

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. During the Accumulation Period, the amounts you contribute can be allocated among any of the then available variable investment options and Fixed Account options. The variable investment options are the Subaccounts of the Separate Account, each of which is invested in a Portfolio. The Owner bears the risk of any investment gain or loss on amounts allocated to the Subaccounts. The Fixed Account options earn a rate of interest declared from time to time by the Company, which will be no less than the minimum interest rate permitted under the law of the state when and where the Contract is issued. The Company guarantees amounts invested in the Fixed Account options and the earnings thereon so long as those amounts remain in the Fixed Account.

During the Benefit Payment Period, payments can be allocated between variable dollar and fixed dollar options. If a variable dollar option is selected, Benefit Units can be allocated to any of the Subaccounts that are then available.

What Benefits Are Available under the Contract?


Annuity Benefit		When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected.

Death Benefit		A Death Benefit will be paid under the Contract if the Owner dies during the Accumulation Period.

Optional Guaranteed Withdrawal Benefits		If you choose to activate that Guaranteed Lifetime Withdrawal Benefit, it will provide a lifetime withdrawal Benefit, up to a certain amount each Benefit Year. If you choose to activate the Guaranteed Minimum Withdrawal Benefit, it will provide a minimum withdrawal Benefit, up to a certain amount each Benefit Year. You cannot activate the Rider if in the future we are no longer issuing the Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis.

What Are the Risks Related to the Contract?

The variable investment options to which you allocate Purchase Payments may lose value, which would cause your Account Value to decrease. We may not be able to pay claims related to the annuity, death or guaranteed withdrawal benefits. A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances.

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 licensed securities representative. You may cancel a Contract within twenty 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 in the Right to Cancel section of this prospectus.

Will Any Penalties or Charges Apply If I Make Withdrawals or Surrender a Contract?

A contingent deferred sales charge (“CDSC”) may apply to amounts withdrawn or surrendered depending on the timing and amount of the withdrawal or surrender. The maximum CDSC is 7% for each purchase payment. The CDSC percentage decreases by 1% annually to 0% after seven years from the date of receipt of each purchase payment. The CDSC will be waived in its entirety following the tenth Contract Anniversary for Contracts issued pursuant to Internal Revenue Code 403(b) (if the Contract is issued without an employer plan endorsement), including those issued to Contract Owners in the Texas Teachers Retirement System. Withdrawal and surrender procedures and the CDSC are described in the Surrender and Withdrawals section of this prospectus. A penalty tax may also be imposed at the time of a withdrawal or surrender depending on your age and other circumstances of the surrender. Tax consequences of a withdrawal and surrender are described in the Federal Tax Matters section of this prospectus. The right to make withdrawals or surrender may be restricted under certain tax-qualified retirement plans.

What Other Charges and Deductions Apply to the Contract?

Other than the CDSC, the Company will charge the fees and charges listed below unless the Company reduces or waives the fee or charge as discussed in the Charges and Deductions section of this prospectus:

•		a transfer fee for certain transfers among investment options;

•		an annual contract maintenance fee, which is assessed only against investments 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 (this charge may never be entirely waived);

•		an administration charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts; and

•		premium taxes, if any.

In addition to charges and deductions under the Contracts, the Portfolios incur expenses that are passed through to Owners. Portfolio expenses for the fiscal year ended December 31, 2006 are included in the Expense Tables of this prospectus and are described in the prospectuses and statements of additional information for the Portfolios.

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		Adviser and Type of Fund
AIM Variable Insurance Funds

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 Ultra^® Fund		American Century Investment Management, Inc.
Class I Shares		Large cap growth

American Century VP Vista^SM Fund		American Century Investment Management, Inc.
Class I Shares		Mid cap growth

Calamos^® Advisors Trust

Calamos Growth and Income Portfolio		Calamos Advisors LLC
		Convertibles


Portfolio		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

Dreyfus Stock Index Fund, Inc.		The Dreyfus Corporation
Initial Shares		Index Manager—Mellon Equity Associates (an affiliate of Dreyfus)
		Large cap blend

Dreyfus Variable Investment Fund Appreciation Portfolio		The Dreyfus Corporation
Initial Shares		Sub-Adviser—Fayez Sarofim & Co
		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

DWS Small Cap Index VIP		Deutsche Asset Management, Inc.
Class A		Sub-Adviser—Northern Trust Investments, N.A.
		Small cap blend

Financial Investors Variable Insurance Trust

Ibbotson Balanced ETF Asset Allocation Portfolio		ALPS Advisers, Inc.
Class II		Sub-Adviser—Ibbotson Associates, Inc.
		Asset allocation

Ibbotson Conservative ETF Asset Allocation Portfolio		ALPS Advisers, Inc.
Class II		Sub-Adviser—Ibbotson Associates, Inc.
		Asset allocation

Ibbotson Growth ETF Asset Allocation Portfolio		ALPS Advisers, Inc.
Class II		Sub-Adviser—Ibbotson Associates, Inc.
		Asset allocation

Ibbotson Income and Growth ETF Asset Allocation Portfolio		ALPS Advisers, Inc.
Class II		Sub-Adviser—Ibbotson Associates, Inc.
		Asset allocation

Franklin Templeton Variable Insurance Products Trust

Templeton Foreign Securities Fund		Advisor—Templeton Investment Counsel, LLC
Class 2		Sub-Advisor—Franklin Templeton Investment
		Management Limited
		Foreign large cap value


Portfolio		Adviser and Type of Fund
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

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.

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.

CHARGES AND DEDUCTIONS

Charges and Deductions by the Company

There are two types of charges and deductions by the Company. There are charges assessed 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 contingent deferred sales charge, the annual contract maintenance fee, transfer fees and premium taxes, where applicable. There are also charges assessed against the Separate Account. These charges are reflected in the Accumulation Unit Values (and Benefit Unit Values) of the Subaccounts. These charges are the mortality and expense risk charge and the administration charge.

Except as described below, the Company will never charge more to a Contract than the fees and charges described below, even if its actual expenses exceed the total fees and charges collected. If the fees and charges collected by the Company exceed the actual expenses it incurs, the excess will be profit to the Company and will not be returned to Owners.

The Company reserves 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, and/or 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 Surrender and Withdrawals section of this prospectus, if in the Company’s discretion, it determines such charges are necessary to offset the costs of administering transfers or systematic withdrawals. The maximum amount of these charges and fees is described below.

Contingent Deferred Sales Charge (“CDSC”)


Purpose of Charge		Offset expenses incurred by the Company in the sale of the Contracts, including commissions paid and costs of sales literature.

Amount of Charge		Up to 7% of each purchase payment withdrawn from the Contract depending on number of years elapsed since receipt of the purchase payment.


Number of full years elapsed between date of receipt of purchase payment and date request for withdrawal or surrender received	0		1		2		3		4		5		6		7 or more
CDSC as a percentage of purchase payment withdrawn or surrendered	7	%	6	%	5	%	4	%	3	%	2	%	1	%		0	%


When Assessed Assessed Against What		On surrenders or withdrawals of purchase payments during the Accumulation Period. Purchase payments only, not earnings. See the Surrender and Withdrawals section of this prospectus for information on order of withdrawal of earnings and purchase payments.

Waivers		• Free withdrawal privilege. See the Surrender and Withdrawals section of this prospectus for information.

	•		In the Company’s discretion where the Company incurs reduced sales and servicing expenses.

	•		Upon separation from service if the Contract issued with employer plan endorsement or deferred compensation endorsement.

	•		If the Contract is issued with a tax-sheltered annuity endorsement (and without an employer plan endorsement): (i) upon separation from service if Owner has attained age 55 and Contract has been in force for at least seven years; or (ii) after Contract has been in force ten years or more.

	•		Long-term care waiver rider. See the Surrender and Withdrawals section of this prospectus for information.

	•		If the Social Security Administration determines after the Contract is issued that the Owner is “disabled” as that term is defined in the Social Security Act of 1935, as amended.

	•		Successor Owner election. See the Account Value section of this prospectus for information.

	•		Where required to satisfy state law or required for participation in certain retirement plans.

Contract Maintenance Fee


Purpose of Fee		Offset expenses incurred in issuing the Contracts and in maintaining the Contracts and the Separate Account.

Amount of Fee		$30.00 per year.

When Assessed		During the Accumulation Period the charge is deducted on each anniversary of the effective date of the Contract, and at time of surrender. During the Benefit Payment Period a portion of the charge is deducted from each variable dollar benefit payment.

Assessed Against What		Amounts invested in the Subaccounts. During the Accumulation Period, the charge is deducted pro rata from the Subaccounts in which the Contract has an interest on the date of the charge. During the Benefit Payment Period, a pro rata portion of the annual charge is deducted from each benefit payment from the variable account. The charge is not assessed against the Fixed Account options.

Waivers		• During Accumulation Period if the Account Value is at least $40,000 on the date the charge is due (individual contracts only).

	•		During Benefit Payment Period if the amount applied to a variable dollar benefit is at least $40,000 (individual contracts only).

	•		In the Company’s discretion where the Company incurs reduced sales and servicing expenses.

	•		During Benefit Payment Period where required to satisfy state law.

Transfer Fee


Purpose of Charge Amount of Charge		Offset cost incurred in administering the Contracts. $25 for each transfer in excess of 12 in any contract year. The Company reserves the right to change the amount of this charge at any time, or the number of transfers which can be made without incurring the charge at any time. The maximum amount of the fee that we would impose on a transfer is $30.

When Assessed		During the Accumulation Period.

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 free transfers permitted in a contract year. The Company reserves the right to eliminate this waiver at any time.

Administration Charge


Purpose of Charge Amount of Charge		Offset expenses incurred in administering the Contracts and the Separate Account. 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		During the Accumulation Period and during the Benefit Payment Period if a variable dollar benefit is elected.

Assessed Against What Waivers		Amounts invested in the Subaccounts. Not assessed against the Fixed Account options. May be waived or reduced in the Company’s discretion where the Company incurs reduced sales and servicing expenses.

Mortality and Expense Risk Charge


Purpose of Charge		Compensation for bearing certain mortality and expense risks under the Contract. Mortality risks arise from the Company’s obligation to make benefit payments during the Benefit Payment Period and to make the death benefit. The expense risk assumed by the Company is the risk that the Company’s actual expenses in administering the Contracts and the Separate Account will 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		During the Accumulation Period, and during the Benefit Payment Period if a variable dollar benefit is elected.

Assessed Against What Waivers		Amounts invested in the Subaccounts. Not assessed against the Fixed Account options. When the Company expects to incur reduced sales and servicing expenses, it 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 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%.

Guaranteed Living Withdrawal Benefit Rider Charge


Purpose of Charge		To offset expenses incurred in administering the Rider and as compensation for assuming the mortality and expense risks under the Rider.

Amount of Charge		Annual charge equal to 0.55% of the current Benefit Base Amount or, if you elect the spousal continuation benefit, an annual charge of 0.70% of the current Benefit Base Amount.

		If you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.

When Assessed		On each Rider Anniversary.

		Upon surrender of the Contract or termination of the Rider, we will assess a prorated charge.

Assessed Against What		Benefit Base Amount.

Guaranteed Minimum Withdrawal Benefit Rider Charge


Purpose of Charge		To offset expenses incurred in administering the Rider and as compensation for assuming the mortality and expense risks under the Rider.

Amount of Charge		Annual charge equal to 0.40% of the Benefit Base Amount. If you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.

When Assessed		On each Rider Anniversary.

		Upon surrender of the Contract or termination of the Rider, we will assess a prorated charge.

Assessed Against What		Benefit Base Amount.

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. The Company will deduct any applicable premium taxes from the Account Value either upon death, withdrawal, surrender, annuitization, or at the time purchase payments are made, but no earlier than when the Company incurs a tax liability under applicable law.

Discretionary Waivers of Charges

The Company will look at the following factors to determine if it 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 the Company. The Company would expect to incur reduced sales and servicing expenses in connection with Contracts offered to employees of the Company, its subsidiaries and/or affiliates. There may be other circumstances, of which the Company is not presently aware, which could result in reduced sales and servicing expenses. In no event will the Company 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, there are Portfolio management fees and administration expenses which are described in the prospectus and Statement of Additional Information for each Portfolio. Portfolio expenses, like Separate Account expenses, are reflected in Accumulation Unit Values (or Benefit Unit Values).

PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS

Purchase Payments

Purchase payments may be made at any time during the Accumulation Period. The current restrictions on purchase payment amounts are:


	Tax-Qualified	Non-Tax-Qualified
Minimum initial purchase payment	$2,000	$5,000
Minimum monthly payment under periodic payment program	$50	$100
Minimum additional payments	$50	$50
Maximum single purchase payment	$500,000 or Company approval	$500,000 or Company approval

The Company reserves the right to increase or decrease the minimum initial purchase payment or minimum purchase payment under a periodic payment program, the minimum allowable additional purchase payment, or the maximum single purchase payment, at its discretion and at any time, where permitted by law.

Each purchase payment will be applied by the Company to the credit of the Owner’s account. If the application or order ticket form is in good order, the Company will apply the initial purchase payment to an account for the Owner within two business days of receipt of the purchase payment. If the application or order ticket form is not in good order, the Company will attempt to get the application or order ticket form in good order within five business days. If the application or order ticket form is not in good order at the end of this period, the Company will inform the applicant of the reason for the delay and that the purchase payment will be returned immediately unless he or she specifically gives the Company consent to keep the purchase payment until the application or order ticket form is in good order. Once the application or order ticket form is in good order, the purchase payment will be applied to the Owner’s account within two business days.

Each additional Purchase Payment is credited to a Contract as of the Valuation Date on which the Company receives the Purchase Payment and any related allocation instructions in good order. If any portion of the additional Purchase Payment is allocated to a Subaccount, it will be applied at the next Accumulation Unit Value calculated after the Company receives the Purchase Payment and related allocation instructions in good order.

The Company may, in its sole discretion, restrict or prohibit the credit of purchase payments to any Fixed Account option or any Subaccount from time to time on a nondiscriminatory basis.

Investment Options—Allocations

Purchase payments can be allocated in whole percentages to any of the available Subaccounts or Fixed Account options. See the Portfolios section of this prospectus for a listing and description of the currently available Subaccounts. The currently available Fixed Account options are:

•		Fixed Accumulation Account Option

•		One-Year Guaranteed Interest Rate Option

•		Three-Year Guaranteed Interest Rate Option

•		Five-Year Guaranteed Interest Rate Option

•		Seven-Year Guaranteed Interest Rate Option

The current restrictions on allocations are:


		Tax-Qualified and Non-Tax-Qualified
Minimum allocation to any Subaccount		$ 10

Minimum allocation to fixed accumulation account		$ 10

Minimum allocation to Fixed Account guarantee period option		$2,000 No amounts may be allocated to a guarantee period option that would extend beyond the Annuity Commencement Date.

Allocations to either Five-Year Guaranteed Interest Rate Option or Seven-Year Guaranteed Interest Rate Option		For Contracts issued after May 1, 2004 for states where the Company has received regulatory approval, amounts may be allocated to the Five-Year Guaranteed Interest Rate Option and the Seven-Year Guaranteed Interest Rate Option only during the first contract year.

Allocation during right to cancel period		No current restrictions, but the Company reserves the right to require that purchase payment(s) be allocated to the money market Subaccount or to the Fixed Accumulation Account option during the right to cancel period.

Interests in the Fixed Account options are not securities and are registered with the SEC. Amounts allocated to the Fixed Account options will receive interest at a rate no less than the minimum interest rate permitted under the law of the state when and where the Contract is issued. The interest rate credited to each purchase payment allocated to the Fixed Accumulation Account will not be changed for at least 12 months after its allocation. The interest rate credited to an amount that is held under a Fixed Account guaranteed interest rate option will not be changed with the end of the guarantee period. The guarantee period is measured from the date that the amount is allocated or transferred to that option. Interest on amounts allocated to the Fixed Account options is earned daily. Amounts allocated to the Fixed Account options and interest credited to the Fixed Account options are guaranteed by the Company. 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.

Interests in the Subaccounts are securities registered with the SEC. The Owner bears the risk of investment gain or loss on amounts allocated to the Subaccounts.

The Company may, in its sole discretion, restrict, delay or prohibit allocations to any Fixed Account option or any Subaccount from time to time on a nondiscriminatory basis.

Principal Guarantee Program

An Owner may elect to have the Company allocate a portion of a purchase payment to the seven-year guaranteed interest rate option such that, at the end of the seven-year guarantee period, that account will grow to an amount equal to the total purchase payment (so long as there are no surrenders or loans from the Contract). The Company determines the portion of the purchase payment that must be allocated to the seven-year guarantee option such that, based on the interest rate then in effect, that account will grow to equal the full amount of the purchase payment after seven years. The remainder of the purchase payment will be allocated according to the Owner’s instructions. The minimum purchase payment eligible for the principal guarantee program is $5,000. The Principal Guarantee Program is only available during the first Contract year.

Renewal of Fixed Account Guarantee Options

An amount allocated or transferred to a Fixed Account guarantee interest rate option will mature at the end of the guarantee period. The Company will notify you of the date on which the amount matures and the Fixed Account options available at that time. When an amount matures, the Owner may elect to transfer it to any of the investment options then available under the Contract. Such an election must be made within the 30-day period ending on the date the amount matures. If the Owner does not transfer the amount, then it will be applied to a new guarantee period under the same Fixed Account guaranteed interest rate option, if available. The interest rate for the new guarantee period will be the then current rate for that option. If that option is not available, the amount will be allocated to the Fixed Accumulation Account option. Such a transfer or renewal will be effective on the day after the amount matures.

TRANSFERS

Transfers

If allowed by the Company, in its sole discretion, during the Accumulation Period, an Owner may transfer amounts among Subaccounts, among Fixed Account options, and/or between Subaccounts and Fixed Account options by written request once each Valuation Period.

The current restrictions on transfers are:


		Tax-Qualified and Non-Tax-Qualified
Minimum transfer from any Subaccount		$500 or balance of Subaccount, if less

Minimum transfer from Fixed Account option		$500 or balance of Fixed Account option, if less

Minimum transfer to Fixed Account guarantee period option		$2,000 No amounts may be transferred to a guarantee period option, that would extend beyond the Annuity Commencement Date.

Maximum transfer from Fixed Account option other than Fixed Account guarantee period option which is maturing		During any contract year, 20% of the Fixed Account option’s value as of the most recent contract anniversary.

Transfers to either Five-Year Guaranteed Interest Rate Option or Seven-Year Guaranteed Interest Rate Option		For Contracts issued after May 1, 2004 for states where the Company has received regulatory approval, amounts may be transferred to the Five-Year Guaranteed Interest Rate Option and the Seven-Year Guaranteed Interest Rate Option only during the first contract year.

Transfers from Fixed Account options		• May not be made prior to first contract anniversary.
		• 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.

A transfer is effective on the Valuation Date during which the Company receives the request for transfer. Transfers to a Subaccount will be processed at the next Accumulation Unit Value calculated after the Company receives the transfer request in good order. The Company may, in its sole discretion, restrict, or prohibit transfers to any Fixed Account option or any Subaccount from time to time on a nondiscriminatory basis.

Automatic Transfer Programs

During the Accumulation Period, the Company offers 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 the Company by calling 1-800-789-6771. There are risks involved in switching between investments 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 twelve transfers permitted under the Contract without a transfer fee charge.


		Minimum Account
Service	Description	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.

Telephone, Facsimile or Internet Transfers

Currently, instead of placing a request in writing, an Owner may place a request for all or part of the Account Value to be transferred by telephone, facsimile or over the Internet. All transfers must be in accordance with the terms of the Contract. Transfer instructions are currently accepted once each Valuation Period. Transfer instructions currently may be placed by telephone at 1-800-789-6771, or via facsimile at 513-412-3766, or over the Internet through the Company’s web site at www.gafri.com, between 9:30 a.m. and 4:00 p.m. Once instructions have been accepted, they may not be rescinded; however, new instructions may be given the following Valuation Period. Access to these alternate methods of placing transfer requests, particularly through the Company’s web site, may be limited or unavailable during periods of peak demand, system upgrading and maintenance, or for other reasons. The Company may withdraw the right to make transfers by telephone, facsimile or over the Internet upon 10 days’ written notice to affected Contract Owners.

The Company will not be liable for complying with transfer instructions that the Company reasonably believes to be genuine, or for any loss, damage, cost or expense in acting on such instructions. In addition, the Company will not be liable for refusing to comply with transfer instructions that the Company reasonably believes are not genuine, or for any loss, damage, cost or expense for failing to act on such instructions. The Owner or person with the right to control payments will bear the risk of such loss. The Company will employ reasonable procedures to determine that telephone, facsimile or Internet instructions are genuine. If the Company does not employ such procedures, the Company 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

The Owner may terminate any of the automatic transfer programs at any time, but must give the Company at least 30 days’ notice to change any automatic transfer instructions that are already in place. Termination and change instructions will be accepted by U.S. or overnight mail, or by facsimile at 513-412-3766. The Company may terminate, suspend or modify any aspect of the transfer programs described above without prior notice to Owners, as permitted by applicable law. Any such termination, suspension or modification will not affect automatic transfer programs already in place.

The Company may also impose an annual fee or increase the current annual fee, as applicable, for any of the foregoing automatic transfer programs in such amount(s) as the Company may then determine to be reasonable for participation in the service. The maximum amount of the annual fee that would be imposed 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.

WITHDRAWALS AND SURRENDERS

Surrender and Withdrawals

An Owner may surrender a Contract in full or take a partial withdrawal during the Accumulation Period. A CDSC may apply on any surrender or withdrawal. The restrictions and charges on surrenders and withdrawals are:


	Tax-Qualified	Non-Tax-Qualified
Minimum amount of withdrawal	$500	$500

Minimum remaining Surrender Value after withdrawal	$500	$500

Amount available for surrender or withdrawal (valued as of end of Valuation Period in which request for surrender or withdrawal is received by the Company)	Account Value subject to tax law or employer plan restrictions on withdrawals or surrenders	Account Value, subject to employer plan restrictions on withdrawals


		Tax-Qualified and Non-Tax-Qualified
Tax penalty for early withdrawal		When applicable, 10% of amount distributed before age 59 1/2 (25% for certain SIMPLE IRAs)

Contract maintenance fee on surrender Contingent deferred sales charge (“CDSC”)		$30 (no CDSC applies to fee) Up to 7% of purchase payments

Order of withdrawal for purposes of CDSC (order may be different for tax purposes)		First from accumulated earnings (no CDSC applies) and then from purchase payments on “first-in, first-out” basis (CDSC may apply)

Benefit payments under the Guaranteed Lifetime Withdrawal Benefit Rider or the Guaranteed Minimum Withdrawal Benefit Rider are exempt from the $500 minimums described in the table above.

A surrender will terminate the Contract. Withdrawals are taken proportionally from all Subaccounts and Fixed Account options in which the Contract is invested on the date the Company receives the request, unless the Owner requests that the withdrawal be from a specific investment option.

A surrender or withdrawal is effective on the Valuation Date during which the Company receives the request, and will be processed at the next Accumulation Unit Value calculated after the Company receives the request in good order. Payment of the amount surrendered or withdrawn may be delayed if it includes an amount paid to the Company by a check that has not yet cleared. Processing and payment of the amount surrendered or withdrawn from a Fixed Account option may be delayed for up to six months after receipt of the request for surrender or withdrawals as allowed by state law. If the Company delays processing and payment, it will comply with the applicable state law. Payment of the amount surrendered or withdrawn from the Subaccounts may be delayed during any period the New York Stock Exchange is closed or trading is restricted, or when the SEC either: (1) determines that there is an emergency which prevents valuation or disposal of securities held in the Separate Account; or (2) permits a delay in payment for the protection of security holders.

Free Withdrawal Privilege

The Company will waive the CDSC on a full or partial withdrawal during the first contract year, on an amount equal to not more than 10% of all purchase payments received. During the second and succeeding contract years, the Company will waive the CDSC on an amount equal to not more than the greater of: (a) accumulated earnings (Account Value in excess of purchase payments); or (b) 10% of the Account Value as of the last contract anniversary.

If the free withdrawal privilege is not exercised during a contract year, it does not carry over to the next contract year. The free withdrawal privilege may not be available under some group Contracts.

Long-Term Care Waiver Rider

If a Contract is modified by the Long-Term Care Waiver Rider, a surrender or withdrawal may be made free of any CDSC if the Owner has been confined in a qualifying licensed hospital or long-term care facility for at least 90 days beginning on or after the first contract anniversary. There is no charge for this rider, but it may not be available in all states.

Systematic Withdrawal

During the Accumulation Period, an Owner 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. Systematic withdrawals will be subject to the CDSC to the extent the amount withdrawn exceeds the free withdrawal privilege. The Owner may begin or discontinue systematic withdrawals at any time by request to the Company, but at least 30 days’ notice must be given to change any systematic withdrawal instructions that are currently in place. The Company reserves the right to discontinue offering systematic withdrawals at any time. Currently, the Company does not charge a fee for systematic withdrawal services. However, the Company reserves the right to impose an annual fee in such amount as the Company 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 different amount of total payments over the life of the Contract than if annuitization were elected.

GUARANTEED LIFETIME WITHDRAWAL BENEFIT

Guaranteed Lifetime Withdrawal Benefit


ü	Benefit	A guaranteed withdrawal benefit that is available under the Benefits section of the Rider.

ü	Benefit Base Amount	The amount on which Rider charges and Benefit payments are based.

ü	Benefit Start Date	The first day that a Benefit under the Rider is to be paid.

ü	Benefit Year	A 12 month period beginning on the Benefit Start Date or on an anniversary of the Benefit Start Date.

ü	Excess Withdrawal	(1) A withdrawal from the Contract after the Rider Effective Date and before the Benefit Start Date or (2) a withdrawal from the Contract on or after the Benefit Start Date to the extent that the withdrawal exceeds the Benefit amount that is available on the date of payment. A withdrawal to pay Rider charges is never considered an Excess Withdrawal.

ü	Designated Subaccount	Each Subaccount that we designate from time to time to hold Contract values on which Benefits may be based.

ü	Insured	The person whose lifetime is used to measure the Benefits under the Rider. The Insured is set out on the Rider specifications page. The Insured cannot be changed after the issue date of the Rider as shown on the Rider specifications page.

ü	Rider Anniversary	The date in each year that is the annual anniversary of the Rider Effective Date.

ü	Rider Effective Date	The Contract Effective Date or Contract Anniversary on which the Rider is activated.

ü	Rider Year	Each 12 month period that begins on the Rider Effective Date or a Rider Anniversary.

ü	Written Request	Information provided to us or a request made to use that is (1) complete and satisfactory to us and (2) on our form or in a manner satisfactory to us and (3) received by us at our Administrative Office.

Introduction

We offer a Guaranteed Lifetime Withdrawal Benefit through a rider (the “Rider”) to this Contract. If you choose to activate the Rider, it will provide a lifetime withdrawal Benefit, up to a certain amount each Benefit Year, even after the Contract value is zero. The Insured must be at least 55 years old on the Benefit Start Date to receive a Benefit under the Rider.

You cannot activate the Rider if the Contract is a tax-qualified contract and, on the Rider Effective Date, you will be 81 years old or older (or the Annuitant will be 81 years old or older if the Contract is owned by a plan sponsor or trustee). You cannot activate the Rider if the Contract is a non-tax-qualified contract and, on the Rider Effective Date, you or the joint owner, if any, will be 86 years old or older (or the Annuitant will be 86 years old or older if you or a joint owner is not a human being). You cannot activate the Rider if the Guaranteed Minimum Withdrawal Benefit Rider is in effect. You cannot activate the Rider if in the future we are no longer issuing the Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis. We will notify you if we take this action.

Once the Rider is activated, you may not participate in the dollar cost averaging program otherwise available under the Contract.

The Rider may not available in all states and may not be available with Contracts issued before September 7, 2007. If your Contract was issued in connection with an employer plan, the availability of the Rider may be restricted. For additional information about the availability of the Rider, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

Rider Charge

In exchange for the ability to receive Benefits for life, we will assess an annual charge not to exceed 1.20% of the current Benefit Base Amount. Currently, the charge is 0.55% of the current Benefit Base Amount. After the Rider is activated, the charge for your Rider will not change except under the circumstances described in “Reset Opportunities” below.

We will assess the Rider charge on each Rider Anniversary. We will also assess a prorated charge upon surrender of the Contract or termination of the Rider. We will take the Rider charge by withdrawing amounts proportionally from each Designated Subaccount (as discussed below) to which you have allocated your Account Value at the time the charge is taken.

Designated Subaccounts

Before the Rider Effective Date, you must transfer your Account Value to one or more Designated Subaccount(s) that you select. The required transfers must be made by Written Request. If you do not make the required transfers, we will reject your request to activate the Rider.

The Designated Subaccounts are listed below.

Ibbotson Balanced ETF Asset Allocation Portfolio-Class II
Ibbotson Conservative ETF Asset Allocation Portfolio-Class II
Ibbotson Growth ETF Asset Allocation Portfolio-Class II
Ibbotson Income and Growth ETF Asset Allocation Portfolio-Class II

Additional information about the Designated Subaccounts is located in The Portfolios section and Appendix B of this prospectus.

Following the Rider Effective Date, you may reallocate your Account Value among the Designated Subaccounts in accordance with the Transfer provisions of the Contract.

Impact of the Rider on the Contract

Following the Rider Effective Date, we may decline to accept Purchase Payments to the Contract in excess of $50,000 per Contract Year. Before or after the Rider Effective Date, we may decline to accept any additional Purchase Payments to the Contract if we are no longer issuing annuity contracts with the Rider unless you decline or terminate the Rider. In this case, we will notify you that you must decline or terminate the Rider before we will accept any additional Purchase Payments to the Contract. If the Contract allows loans, all rights under the Rider will terminate if you fail to pay off all loans by the Benefit Start Date, and no new loans may be taken after the Benefit Start Date.

Benefit Base Amount Before the Benefit Start Date

The amount of the Benefit payments that will be available to you under the Rider depends on the Benefit Base Amount.

On or before the Benefit Start Date, the Benefit Base Amount will equal the greater of your Rollup Base Amount or your Reset Base Amount, if any.

Rollup Base Amount

Your Rollup Base Amount starts with your Account Value as of the Rider Effective Date. To this we add the amount of any Purchase Payments made since the Rider Effective Date. At the end of each of the first five Rider Years, as long as you have not taken an Excess Withdrawal, we also add a simple interest credit. Each interest credit is calculated as 5% of the Account Value on the Rider Effective Date, plus Purchase Payments received since the Rider Effective Date, and minus the Fixed Account value, if any, at the end of the Rider Year. There is no compounding. The interest credit for a Purchase Payment received during the Rider Year will be prorated. No further interest credit will be made after there has been a withdrawal from the Contract after the Rider Effective Date other than to pay Rider charges. If an Excess Withdrawal is taken, the Rollup Base Amount will be reduced by the same percentage as the percentage reduction in your Account Value.

Reset Base Amount

The Reset Base Amount starts with the Account Value of the Contract on the most recent Rider Anniversary for which you elect to reset, as described under “Reset Opportunities” below. If an Excess Withdrawal is taken, the Reset Base Amount is reduced by the same percentage as the percentage reduction in your Account Value.

Examples of Benefit Base Amount Calculation

These examples are intended to help you understand how the Base Benefit Amount is calculated. They assume that:

•

you make the Purchase Payments shown,

•

gains, losses, and charges cause your Account Value to vary as shown,

•

you take no withdrawals except as shown, and

•

you elect to reset on each Rider Anniversary on which your Account Value has increased over the prior year.

To calculate the Benefit Base Amount in the example, compare the Reset Base Amount (column 4) and the Rollup Base Amount (column 6) on each Rider Anniversary. The Benefit Base Amount is the greater of these two amounts.

Example 1


	*Assume:*				*Then*:
	Purchase				Reset		Rollup		Rollup		Benefit
Rider	Payment or		Account		Base		Interest		Base		Base
Anniversary	Withdrawal		Value		Amount		Credits		Amount		Amount
0	$	100,000	$	100,000					$	100,000	$	100,000
1				106,000	$	106,000	$	5,000		105,000		106,000
2		50,000		159,000		159,000		5,000		160,000		160,000
3				168,000		168,000		7,500		167,500		168,000
4				180,000		180,000		7,500		175,000		180,000
5				175,000		180,000		7,500		182,500		182,500
6				181,000		181,000				182,500		182,500
7				186,000		186,000				182,500		186,000
8				184,000		186,000				182,500		186,000
9				190,000		190,000				182,500		190,000

Example 2


	*Assume:*				*Then:*
	Purchase				Reset		Rollup		Rollup		Benefit
Rider	Payment or		Account		Base		Interest		Base		Base
Anniversary	Withdrawal		Value		Amount		Credits		Amount		Amount
0	$	100,000	$	100,000					$	100,000	$	100,000
1				106,000	$	106,000	$	5,000		105,000		106,000
2				109,000		108,000		5,000		110,000		110,000
3		-23,000		92,000		86,400				88,000		88,000
4				98,400		98,400				88,000		98,400
5				95,733		98,400				88,000		98,400
6				97,333		98,400				88,000		98,400
7				100,000		100,000				88,000		100,000
8				98,933		100,000				88,000		100,000
9				100,533		100,533				88,000		100,533

The Account Values assumed in these examples are for illustration purposes only, and are not intended to predict the performance of any particular Subaccounts or Fixed Account options.

When a reset is elected, the Reset Base Amount prevents the Benefit Base Amount from falling when the Account Value falls due to investment losses. In these examples, on the 8^th Rider Anniversary, the Reset Base Amount prevents a drop in the Benefit Base Amount even though the Account Value has fallen. It also prevents a drop in the Benefit Base Amount on the 5^th Rider Anniversary but, in the first example, the Rollup Base Amount gave an even better result.

The Rollup Base Amount ensures that the Benefit Base Amount will grow by a minimum factor over the first five years. In the first example, on the 2^nd, 5^th, and 6^th Rider Anniversaries, the Rollup Base Amount has grown by more than the cumulative growth in the Account Value and results in a Benefit Base Amount that is greater than the Account Value. In the second example, the Rollup Base Amount was beneficial on the 2^nd Rider Anniversary, but Rollup Amounts stopped because of the withdrawal on the 3^rd Rider Anniversary.

See the paragraphs labeled Rollup Base Amount and Reset Base Amount for a description of the manner in which we determine these amounts.

Lifetime Withdrawals

Anytime after the Rider Effective Date, you may begin taking the lifetime withdrawal Benefit if the Insured is at least 55 years old.

On the Benefit Start Date, the Benefit Base Amount is set and will not change unless you take an Excess Withdrawal. Unless a Spousal Benefit is in effect, the Benefit Percentage is determined based on the age of the Insured (who is typically you) on the Benefit Start Date as set out below.


Age of Insured on Benefit Start Date	Benefit Percentage

At least age 55 but under age 60		4.0	%
Age 60 or older		5.0	%

On the Benefit Start Date and each anniversary of the Benefit Start Date, the Benefit Base Amount will be multiplied by the Benefit Percentage to determine the Benefit amount for the following Benefit Year. Generally, the Benefit amount is the maximum amount that can be withdrawn from the Contract before the next anniversary of the Benefit Start Date without reducing the Benefit Base Amount. The ability to take a withdrawal Benefit will continue until the earlier of your death, annuitization, or any other event that terminates the Rider.

At a minimum, the Benefit amount at any point during a Benefit Year will never be less than the Internal Revenue Code “required minimum distribution” for the calendar year that ends with or within the Benefit Year. For this purpose, we will compute the required minimum distribution based on the values of the Contract without considering any other annuity or tax-qualified account. The required minimum distribution will be reduced by all prior withdrawals or Benefit payments from the Contract made in the applicable calendar year. In calculating the required minimum distribution for this purpose, we may choose to disregard changes in the federal tax law that are made after the issue date of the Rider shown on the Rider specifications page if such changes would increase the required minimum distribution. We will notify you if we make this choice. If we choose to disregard changes in federal tax law that would increase the required minimum distribution, then you will need to satisfy this increase either from another annuity or tax-qualified account or by taking an Excess Withdrawal from the Contract.

Although lifetime withdrawals up to the Benefit amount do not reduce the Benefit Base Amount, they do reduce Contract values, the Death Benefit, and the amount available for annuitization. We will make lifetime withdrawals proportionally from the Designated Subaccounts as of the date the Benefit payment is made.

Purchase Payments that we receive after the Benefit Start Date will not increase the Benefit Base Amount. Excess Withdrawals taken after the Benefit Start Date will cause an adjustment in the Benefit Base Amount. The Benefit Base Amount is reduced by the same percentage as the percentage reduction in your Account Value due to the Excess Withdrawal. An Excess Withdrawal that reduces the Benefit Base Amount below $1,250 will result in termination of the Rider.

Example of Impact of Excess Withdrawal on Benefits

This example is intended to help you understand how an Excess Withdrawal impacts the lifetime withdrawal Benefit.

Assume that, on your Benefit Start Date, your Benefit Base Amount is $125,000, your Benefit Percentage is 5%, and the required minimum distribution rules do not require a greater Benefit. These assumptions produce a lifetime withdrawal Benefit of $6,250 ($125,000 x 5% = $6,250) per Benefit Year.

Now assume that you have not previously taken an Excess Withdrawal, and you have not taken your Benefit for the current Benefit Year.

Then, when your Account Value is $115,000, you withdraw $20,000 from the Contract, leaving you with an Account Value of $95,000.

Step One: Calculate the Excess Withdrawal.


Total withdrawals for the Benefit Year	$	20,000
Benefit amount for the Benefit Year		– 6,250

Excess Withdrawal	$	13,750

Step Two: Calculate the Account Value immediately before the Excess Withdrawal.


Account Value before withdrawal	$	115,000
Benefit amount for the Benefit Year		– 6,250

Account Value before Excess Withdrawal	$	108,750

Step Three: Calculate the proportional reduction for the Excess Withdrawal.


1 -	$	95,000	Account Value immediately after the $20,000 withdrawal	= 12.6437%	Percentage Reduction

	$	108,750	Account Value immediately before the Excess Withdrawal


$125,000	Base Benefit	x 12.6437%	Percentage	= $15,805	Proportional
	Amount		Reduction		Reduction

Step Four: Calculate the reduced Base Benefit Amount.


Base Benefit Amount	$	125,000
Less proportional reduction for Excess Withdrawals		– 15,805

Base Benefit Amount reduced for Excess Withdrawals	$	109,195

Step Five: Determine the new lifetime withdrawal Benefit.


Base Benefit Amount after reduction	$	109,195
Benefit Percentage		x 5	%

New lifetime withdrawal Benefit amount	$	5,460

Impact of Rider Benefit Payments and Charges

Withdrawals made from the Contract to pay Benefits or to pay charges for the Rider will be subject to all of the terms and conditions of the Contract, except as explained below:

•

the amount need not meet the minimum amount for a withdrawal that is otherwise required;

•

the amount withdrawn may reduce your Account Value below the minimum amount that is otherwise required;

•

we will not terminate the Contract if the amount withdrawn reduces your Account Value below the minimum amount that is otherwise required; and

•

the amount withdrawn may completely exhaust your Account Value.

Reset Opportunities

On each Rider Anniversary before the Benefit Start Date and on the Benefit Start Date, you will have the opportunity to reset the Reset Base Amount equal to your Account Value as of that Rider Anniversary or the Benefit Start Date, whichever is applicable. If you elect to reset the Reset Base Amount and the then current charge for new issues of this Rider is higher than the charge that we are then assessing for your Rider, the reset will trigger an increase in the Rider charge. The increase in the Rider charge will be effective for the next Rider Year. To make a reset election, you must send us a Written Request and we must receive the Written Request before the Benefit Start Date and no later than 30 days after the “reset date” itself.

Generally it would be to your advantage to elect a reset on (1) any Rider Anniversary when your Account Value is higher than the Benefit Base Amount on that Rider Anniversary, and (2) on the Benefit Start Date if your Account Value on the Benefit Start Date is higher than the Benefit Base Amount on that date. However, if you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.

At any time before the Benefit Start Date, you may choose to automatically reset the Reset Base Amount equal to your Account Value, if higher, on each Rider Anniversary. An automatic reset election must be made by Written Request and will take effect on the next Rider Anniversary. If an automatic reset triggers an increase in the Rider charge, we will send you a notice of the new Rider charge and provide you with the opportunity to opt-out of the reset that triggered the increase. To make an opt-out election, you must send us a Written Request and we must receive the Written Request no later than 30 days from the date of the notice. An opt-out election will end your participation in the automatic reset program. You may voluntarily terminate your participation in the automatic reset program at any time by Written Request.

Spousal Benefit


ü	Spousal Benefit	A Benefit available after the death of the Insured for the remaining life of the Spouse.

ü	Spouse	The person who is the spouse of the Insured as of the Rider Effective Date.
		A spouse will cease to be considered the Spouse if the marriage of the Insured and Spouse is terminated by divorce, dissolution, annulment, or for other cause apart from the death of the Insured. A new spouse cannot be substituted after the Rider Effective Date.

For an additional annual charge, you can elect, at the time that you activate the Rider, to add a Spousal Benefit if the Insured is married on that date.

The Spousal Benefit allows a surviving Spouse to continue to receive, for the duration of his/her lifetime, a withdrawal Benefit provided the following 4 conditions are satisfied:

•

you added the Spousal Benefit at the time that you activated the Rider;

•

the Spouse as of the Rider Effective Date remains the Spouse of the Insured through the death of the Insured;

•

no Death Benefit becomes payable under the Contract; and

•

the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract.

The Spouse’s right to a withdrawal Benefit will continue until his/her death or the termination of the Rider, whichever is first.

If the Spousal Benefit is in effect, the Benefit Percentage is determined based on the age of the Insured or the age of the Spouse, whichever is less, on the Benefit Start Date as set out below.


Age of Younger of Insured or Spouse on
Benefit Start Date	Benefit Percentage

At least age 55 but under age 60		4.0	%
Age 60 or older		5.0	%

Currently, the additional annual charge for the Spousal Benefit is 0.15% of the Benefit Base Amount. After the Rider including the Spousal Benefit is activated, the annual Rider charge rate will never exceed 1.20% of the Benefit Base Amount.

If during the life of the Insured the marriage terminates due to divorce, dissolution or annulment, or death of the Spouse, the Spousal Benefit will end. We will stop the associated Rider charge when we receive evidence of the termination of the marriage that is satisfactory to us. Once the Spousal Benefit has ended, it may not be re-elected or added to cover a subsequent spouse.

Impact on Outstanding Loans

As a general rule, you must transfer your Account Value to one or more Designated Subaccounts before the Rider Effective Date. We will make an exception with respect to collateral for Contract loans outstanding before the Benefit Start Date. The following table describes the special transfer rules applicable to collateral for Contract loans.


Time/Period		Transfer Rule

At the time of activation		You are not required to transfer the portion of your Fixed Account value that is then needed as collateral for a Contract loan.
From time to time after activation and before the Benefit Start Date		We may require you to transfer the portion of your Fixed Account value that is no longer needed as collateral for a Contract loan. You must make this transfer within 30 days of our written notice to you of this requirement, or all rights under the Rider will terminate.
On or before the Benefit Start Date		You must pay off the Contract loan and transfer the portion of your Fixed Account value that is no longer needed as collateral. If you do not pay off the Contract loan and make the required transfer, all rights under the Rider will terminate.

Termination of the Rider

All rights under the Rider will terminate at the time indicated if any of the following events occurs:

•

upon your Written Request to decline or terminate the Rider;

•

at any time that the Insured transfers or assigns an ownership interest in the Contract;

•

if you or a joint owner of the Contract is not a human being, at any time that the Insured is no longer named as an Annuitant under the Contract;

•

upon a failure to transfer funds to a Designated Subaccount before the Rider Effective Date;

•

upon a transfer of funds within the Contract after the Rider Effective Date to an investment option that is not a Designated Subaccount, except to the limited extent required for collateral for a loan;

•

upon an Excess Withdrawal from the Contract that reduces the Benefit Base Amount below $1,250;

•

upon the surrender or annuitization of the Contract;

•

upon a death that would give rise to a Death Benefit under the Contract, unless the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract;

•

upon the death of the Insured before the Benefit Start Date; or

•

upon the complete payment of all Benefits under the Rider.

Declining the Rider

You may decline the Rider at any time by Written Request.

Additional Information about Written Requests

Written Requests must be received by us at our Administrative Office. The address of our Administrative Office is 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.

GUARANTEED MINIMUM WITHDRAWAL BENEFIT

Guaranteed Minimum Withdrawal Benefit


ü	Benefit	A guaranteed withdrawal benefit that is available under the Benefits section of the Rider.

ü	Benefit Base Amount	The amount on which Rider charges and Benefit payments are based.

ü	Benefit Start Date	The first day that a Benefit under the Rider is to be paid.

ü	Benefit Year	A 12 month period beginning on the Benefit Start Date or on an anniversary of the Benefit Start Date.

ü	Excess Withdrawal	(1) A withdrawal from the Contract after the Rider Effective Date and before the Benefit Start Date, or (2) a withdrawal from the Contract on or after the Benefit Start Date to the extent that the withdrawal exceeds the Benefit amount that is available on the date of payment. A withdrawal to pay Rider charges is never considered an Excess Withdrawal.

ü	Designated Subaccount	Each Subaccount that we designate from time to time to hold Contract values on which Benefits may be based.

ü	Rider Anniversary	The date in each year that is the annual anniversary of the Rider Effective Date.

ü	Rider Effective Date	The Contract Effective Date or Contract Anniversary on which the Rider is activated.

ü	Rider Year	Each 12 month period that begins on the Rider Effective Date or a Rider Anniversary.

ü	Written Request	Information provided to us or a request made to use that is (1) complete and satisfactory to us and (2) on our form or in a manner satisfactory to us and (3) received by us at our Administrative Office.

Introduction

We offer a Guaranteed Minimum Withdrawal Benefit through a rider (the “Rider”) to this Contract. If you choose to activate the Rider, it will provide a minimum withdrawal Benefit, up to a certain amount each Benefit Year, even after the Contract value is zero.

You cannot activate the Rider if the Contract is a tax-qualified contract and, on the Rider Effective Date, you will be 81 years old or older (or the Annuitant will be 81 years old or older if the Contract is owned by a plan sponsor or trustee). You cannot activate the Rider if the Contract is a non-tax-qualified contract and, on the Rider Effective Date, you or the joint owner, if any, will be 86 years old or older (or the Annuitant will be 86 years old or older if you or a joint owner is not a human being). You cannot activate the Rider if the Guaranteed Lifetime Withdrawal Benefit Rider is in effect. You cannot activate the Rider if in the future we are no longer issuing the Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis. We will notify you if we take this action.

Once the Rider is activated, you may not participate in the dollar cost averaging program otherwise available under the Contract.

Rider Charge

In exchange for the ability to receive minimum withdrawal Benefits, we will assess an annual charge not to exceed 1% of the current Benefit Base Amount. Currently, the charge is 0.40% of the current Benefit Base Amount. After the Rider is activated, the charge for your Rider will not change except under the circumstances described in “Reset Opportunities” below.

Designated Subaccounts

Please review the explanation of a Written Request in the Definitions section of this prospectus.

The Designated Subaccounts are listed below.

Additional information about the Designated Subaccounts is located in The Portfolios section and Appendix B of this prospectus.

Following the Rider Effective Date, you may reallocate your Account Value among the Designated Subaccounts in accordance with the Transfer provisions of the Contract.

Impact of the Rider on the Contract

Benefit Base Amount

The amount of the Benefit payments that will be available to you under the Rider depends on the Benefit Base Amount.

Unless you elect to reset, the Base Benefit Amount is equal to the Account Value on the Rider Effective Date, less adjustments for any Excess Withdrawals since the Rider Effective Date. On or after the most recent Rider Anniversary for which you elect to reset, as described under “Reset Opportunities” below, the Benefit Base Amount will be equal to your Account Value as of that Rider Anniversary, less adjustments for any Excess Withdrawals since that Rider Anniversary.

No reset may be elected after the Benefit Start Date. The Benefit Base Amount is reduced by the same percentage as the percentage reduction in your Account Value due to the Excess Withdrawal.

Minimum Withdrawals

Anytime after the Rider Effective Date, you may begin taking the minimum withdrawal Benefit.

The Benefit amount that may be withdrawn during each Benefit Year is equal to 5% of the current Benefit Base Amount.

Although withdrawals up to the Benefit amount do not reduce the Benefit Base Amount, they do reduce the total Benefits that remain to be paid under the Rider. They also reduce Contract values, the Death Benefit, and the amount available for annuitization. We will make withdrawals proportionally from the Designated Subaccounts as of the date the Benefit payment is made.

Purchase Payments that we receive after the Benefit Start Date will not increase the Benefit Base Amount. An Excess Withdrawal that reduces the Benefit Base Amount below $1,250 will result in termination of the Rider.

Duration of Benefits

Your right to take a withdrawal Benefit will continue until the total Benefit payments equal the current Benefit Base Amount. This is not a fixed period. The right to take a withdrawal Benefit will end before the total Benefit payments equal the current Benefit Base Amount if you annuitize the Contract, a death benefit becomes payable under the Contract, or any other event occurs that terminates the Rider.

Your right to take a withdrawal Benefit will last for 20 years if all of the following conditions are met: (1) each year you take a withdrawal Benefit exactly equal to 5% of the Benefit Base Amount, (2) you do not take a withdrawal Benefit of more than 5% of the Benefit Base Amount because of a required minimum distribution, (3) you take no Excess Withdrawals on or after the Benefit Start Date, and (4) the Rider does not terminate. If in any year you take a withdrawal Benefit of less than 5% of the Benefit Base Amount, your right to take a withdrawal Benefit may last for more than 20 years. If you take a withdrawal Benefit of more then 5% of the Benefit Base Amount because of a required minimum distribution, or if you take an Excess Withdrawal on or after the Benefit Start Date, your right to take a withdrawal Benefit may last for fewer than 20 years.

Example of Impact of Excess Withdrawal on Benefits

This example is intended to help you understand how an Excess Withdrawal impacts the minimum withdrawal Benefit.

Assume that, on your Benefit Start Date, your Benefit Base Amount is $125,000, your Benefit Percentage is 5%, and the required minimum distribution rules do not require a greater Benefit. These assumptions produce a minimum withdrawal Benefit of $6,250 ($125,000 x 5% = $6,250) per Benefit Year.

Now assume that, in the first and second Benefit Years, you withdraw the $6,250 Benefit and, in the third Benefit year when your current Account Value is $115,000, you withdraw $20,000 from the Contract, leaving you with an Account Value of $95,000.

Step One: Calculate the Excess Withdrawal.


Total withdrawals for the Benefit Year	$	20,000
Benefit amount for the Benefit Year		– 6,250

Excess Withdrawal	$	13,750

Step Two: Calculate the Account Value immediately before the Excess Withdrawal.


Account Value before withdrawal	$	115,000
Benefit amount for the Benefit Year		– 6,250

Account Value before Excess Withdrawal	$	108,750

Step Three: Calculate the proportional reduction for the Excess Withdrawal.


1 –	$	95,000	Account Value immediately after the $20,000 withdrawal	= 12.6437%	Percentage Reduction

	$	108,750	Account Value immediately before the Excess Withdrawal


$125,000		Base Benefit Amount		x 12.6437%		Percentage Reduction		= $15,805		Proportional Reduction

Step Four: Calculate the reduced Base Benefit Amount.


Base Benefit Amount	$	125,000
Less proportional reduction for Excess Withdrawals		– 15,805

Base Benefit Amount reduced for Excess Withdrawals	$	109,195

Step Five: Determine the new minimum withdrawal Benefit and Benefits remaining.


Base Benefit Amount after reduction	$	109,195
Benefit Percentage		x 5	%

New lifetime withdrawal Benefit amount	$	5,460


Base Benefit Amount after reduction	$	109,195
Less Benefits for first three Benefit Years		– 18,750

Benefits remaining	$	90,445

Impact of Rider Benefit Payments and Charges

Withdrawals made from the Contract to pay Benefits or to pay charges for the Rider will be subject to all of the terms and conditions of the Contract, except as explained below:

•

the amount need not meet the minimum amount for a withdrawal that is otherwise required;

•

the amount withdrawn may reduce your Account Value below the minimum amount that is otherwise required;

•

we will not terminate the Contract if the amount withdrawn reduces your Account Value below the minimum amount that is otherwise required; and

•

the amount withdrawn may completely exhaust your Account Value.

Reset Opportunities

On each Rider Anniversary before the Benefit Start Date and on the Benefit Start Date, you will have the opportunity to reset the Benefit Base Amount equal to your Account Value as of that Rider Anniversary or the Benefit Start Date, whichever is applicable. If you elect to reset the Benefit Base Amount and the then current charge for new issues of this Rider is higher than the charge that we are then assessing for your Rider, the reset will trigger an increase in the Rider charge. The increase in the Rider charge will be effective for the next Rider Year. To make a reset election, you must send us a Written Request and we must receive the Written Request before the Benefit Start Date and no later than 30 days after the “reset date” itself.

At any time before the Benefit Start Date, you may choose to automatically reset the Benefit Base Amount equal to your Account Value, if higher, on each Rider Anniversary. An automatic reset election must be made by Written Request and will take effect on the next Rider Anniversary. If an automatic reset triggers an increase in the Rider charge, we will send you a notice of the new Rider charge and provide you with the opportunity to opt-out of the reset that triggered the increase. To make an opt-out election, you must send us a Written Request and we must receive the Written Request no later than 30 days from the date of the notice. An opt-out election will end your participation in the automatic reset program. You may voluntarily terminate your participation in the automatic reset program at any time by Written Request.

Impact on Outstanding Loans


Time/Period		Transfer Rule

At the time of activation		You are not required to transfer the portion of your Fixed Account value that is then needed as collateral for a Contract loan.

From time to time after activation and before the Benefit Start Date		We may require you to transfer the portion of your Fixed Account value that is no longer needed as collateral for a Contract loan. You must make this transfer within 30 days of our written notice to you of this requirement, or all rights under this Rider will terminate.

On or before the Benefit Start Date		You must pay off the Contract loan and transfer the portion of your Fixed Account value that is no longer needed as collateral. If you do not pay off the Contract loan and make the required transfer, all rights under the Rider will terminate.

Termination of the Rider

All rights under the Rider will terminate at the time indicated if any of the following events occurs:

•

upon your Written Request to decline or terminate the Rider;

•

upon a failure to transfer funds to a Designated Subaccount before the Rider Effective Date;

•

upon an Excess Withdrawal from the Contract that reduces the Benefit Base Amount below $1,250;

•

upon the surrender or annuitization of the Contract;

•

upon a death that would give rise to a Death Benefit under the Contract, unless the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract;

•

upon the death of the Insured before the Benefit Start Date; or

•

upon the complete payment of all Benefits under the Rider.

Declining the Rider

You may decline the Rider at any time by Written Request.

Additional Information about Written Requests

CONTRACT LOANS

Contract Loans

The Company may make loans to Owners of certain tax-qualified Contracts. The Company will charge interest on these loans. The maximum rate of interest that the Company will charge will be 8% or such other higher rate than may be required by the plan administrator or an employer retirement plan that controls the Contract. Any such loans will be secured with an interest in the Contract, and the collateral for the loan will be moved from the Subaccounts you designate to the Fixed Accumulation Account option and earn a fixed rate of interest applicable to loan collateral. The minimum rate of interest that the Company will credit to loan collateral is 1% or any higher Fixed Account guaranteed interest rate stated in your Contract. The difference between the amount of interest the Company charges on a loan and the amount of interest the Company credits to loan collateral is called the “loan interest spread.” The current “loan interest spread” is 3%.

Loan amounts and repayment requirements are subject to provisions of the Internal Revenue Code, and default on a loan will result in a taxable event. You should consult a tax advisor prior to exercising loan privileges. If loans are available under a Contract, loan provisions are described in the loan endorsement to the Contract.

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 guarantee periods. 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 rate being credited on collateral while the loan is outstanding, the Account Value will not increase as rapidly as it would if no loan were outstanding. If investment results are below that rate, the Account Value will be higher than it would have been if no loan had been outstanding.

TERMINATION

Termination

The Company reserves the right to terminate any Contract at any time during the Accumulation Period if the Surrender Value is less than $500. In that case, the Contract will be involuntarily surrendered and the Company will pay the Owner the amount that would be due the Owner on a full surrender. The Company will not terminate a Contract if Benefit payments under the Guaranteed Lifetime Withdrawal Benefit Rider or the Guaranteed Minimum Withdrawal Benefit Rider reduce the Account Value below $500. 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 the Company’s involuntary surrender right as described above.

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 — Revocation of Consent

Owners at a shared address who have consented to receive only one copy of each prospectus, annual report, or other required document per household (“householding”) may revoke their consent at any time, and may receive separate documents, by contacting the Company at 1-800-789-6771 or www.gafri.com.

Owners who are currently receiving multiple copies of required documents may contact the Company at 1-800-789-6771 or www.gafri.com for additional information about householding.

Electronic Delivery of Required Documents

Owners who wish to receive prospectuses, SAIs, annual reports, and other required documents only in electronic form must give their consent. Consent may be revoked at any time. Please contact the Company at 1-800-789-6771 or www.gafri.com for additional information about electronic delivery of documents.

Legal Proceedings

The Company and Great American Advisors^{^®}, Inc. are involved in various kinds of routine litigation which, 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.

Voting Rights

To the extent required by law, all Portfolio shares held in the Separate Account will be voted by the Company at regular and special shareholder meetings of the respective Portfolios in accordance with instructions received from persons having voting interests in the corresponding Subaccount. During the Accumulation Period, the Company will vote Portfolio shares according to instructions of Owners, unless the Company is permitted to vote shares in its own right.

The number of votes that an Owner may vote will be calculated separately for each Subaccount. The number will be determined by applying the Owner’s percentage interest, if any, in a particular Subaccount to the total number of votes attributable to that Subaccount.

The Owner’s percentage interest and the total number of votes will be determined as of the record date established by that Portfolio for voting purposes. Voting instructions will be solicited by written communication in accordance with procedures established by the respective Portfolios.

The Company will vote or abstain from voting shares for which it receives no timely instructions and shares it holds as to which Owners have no beneficial interest (including shares held by the Company as reserves for benefit payments*). The Company will vote or abstain from voting such shares in proportion to the voting instructions it receives from Owners of all Contracts participating in the Subaccount. Because the Company will use this proportional method of voting, a small number of Owners may determine the manner in which the Company will vote Portfolio shares for which it solicits voting instructions but receives no timely instructions.

Each person or entity having a voting interest in a Subaccount will receive proxy material, reports and other material relating to the appropriate Portfolio. The Portfolios are not required to hold annual or other regular meetings of shareholders.


*		Neither the Owner nor Payee has any interest in the Separate Account during the Benefit Payment Period. Benefit Units are merely a measure of the amount of the payment the Company is obligated to pay on each payment date.

ANNUITY BENEFIT

Annuity Benefit

An Owner may designate the date that annuity payments will begin, and may change the date up to 30 days before annuity payments are scheduled to begin. Unless the Company agrees otherwise, the first day of a Benefit Payment Period in which annuity payments are paid cannot be later than Annuity Commencement Date.

The amount applied to a settlement option will be the Account Value as of the end of the Valuation Period immediately preceding the first day of the Benefit Payment Period. The Owner may select any form of settlement option which is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus.

If the Owner has not previously made an election as to the form of settlement option, the Company will contact the Owner to ascertain the form of settlement option to be paid. If the Owner does not select a settlement option, such as a specific fixed dollar benefit payment, a variable dollar benefit payment, or a combination of a variable and fixed dollar benefit payment, the Company will apply the Account Value (or Surrender Value) to a fixed dollar benefit for the life of the Annuitant with 120 monthly payments assured, as described in the Settlement Options section of this prospectus.

DEATH BENEFIT

Death Benefit

A death benefit will be paid under a Contract if the Owner dies during the Accumulation Period. If a surviving spouse becomes a Successor Owner of the Contract, the death benefit will be paid on the death of the Successor Owner if he or she dies during the Accumulation Period.

Death Benefit payments shall be made to the Beneficiary as payee. In lieu of that, after the death of the Owner, a Beneficiary which is a non-natural person may elect to have Death Benefit payments made to a payee to whom the Beneficiary is obligated to make corresponding payments of a death benefit. Any such election by a non-natural person as Beneficiary shall be by Written Request, and may be made or changed at any time.

The Beneficiary will be the person on whose life any Death Benefit payments under a settlement option are based. However, if the Beneficiary is a non-natural person, then any payments under a life option will be based on the life of a person to whom the Beneficiary is obligated, who must be designated by the Beneficiary by Written Request before the Death Benefit Commencement Date.

In any event, if the Beneficiary is a non-natural person, any Death Benefit amounts remaining payable on the death of the payee will be paid to any contingent payee designated by the Beneficiary by Written Request, or if none is surviving at the time payment is to be made, then to the Beneficiary.

Death Benefit Amount

The determination of the Death Benefit Amount depends on the form of Contract in effect in your state of residence when the Contract was issued. For example, in 2000 and again in 2003, the Company sought approval from the various states for an endorsement with revised provisions concerning the determination of the Death Benefit Amount (the “2000 Death Benefit Endorsement” and “2003 Death Benefit Endorsement,” respectively). Please contact the Company if you have questions as to how to determine the Death Benefit Amount under your Contract.

Death Benefit Amount (Version 1)

This Version 1 of the Death Benefit Amount applies to:

all Group and Individual Contracts issued in any state after May 1, 2006 (except for Minnesota for Group and Individual Contracts until the 2003 Death Benefit Endorsement is approved for that Contract in that state); and

all Group and Individual Contracts issued prior to May 1, 2006 but after the 2003 Death Benefit Endorsement was approved in the state where the Contract was issued.

The Death Benefit will equal the greatest of:

1)		the Account Value on the Death Benefit Valuation Date; or

2)		the total of all your purchase payments, reduced proportionally for partial surrenders; or

3)		the Historic High Value.

The Historic High Value is equal to the lesser of (a) 200% of the total purchase payments, reduced proportionally for withdrawals and (b) the High Value, reduced proportionally for withdrawals taken after the High Value was reached. The High Value is the largest Account Value on the fifth or any subsequent Contract Anniversary, but before the Death Benefit Valuation Date and prior to Age 65. If the Contract was issued after the Owner’s 60th birthday, there is no High Value. If the Death Benefit Valuation Date is before the fifth Contract anniversary, then there is no High Value. If there is no High Value then there is no Historic High Value.

The Death Benefit Amount will be reduced by any premium tax or other tax that is applicable. It will also be reduced by any outstanding loans. The reduction for withdrawals will be the same percentage as the percentage reduction in the Account Value. The Death Benefit Amount will be allocated among the Subaccounts and Fixed Account options. This allocation will occur as of the Death Benefit Valuation Date. It will be made in the same proportion as the value of each option bears to the total account value immediately before that date.

An Owner may elect the form of payment of the death benefit at any time before his or her death. The form of payment may be a lump sum, or any available form of settlement option. The standard forms of settlement options are described in the Settlement Options section of this prospectus. There is no additional change associated with the form of Death Benefit election. If the Owner does not make an election as to the form of death benefit, the Beneficiary may make an election within one year after the Owner’s death. If no election as to the form of settlement option is made, the Company will apply the death benefit to a fixed dollar benefit for a period certain of 48 months. The first day of the Benefit Payment Period in which a death benefit is paid may not be more than one year after the Owner’s death; the day a death benefit is paid in a lump sum may not be more than five years after the Owner’s date of death.

Death Benefit Amount (Version 2)

This Version 2 of the Death Benefit Amount applies to:

all Individual Contracts issued in Minnesota after the 2000 Death Benefit Endorsement was approved but before the 2003 Death Benefit Endorsement was approved; and

all Individual Contracts issued in any state (except Oregon, South Carolina or Washington) after the 2000 Death Benefit Endorsement was approved, but before the 2003 Death Benefit Endorsement was approved in the state where the Contract was issued.

The Death Benefit will equal the greatest of:

1)		the Account Value on the Death Benefit Valuation Date; or

2)		the Minimum Death Benefit; or

3)		the Historic High Value;

The Minimum Death Benefit is equal to total purchase payments, reduced proportionally for withdrawals, and increased by interest, if any. This reduction will be in the same proportion that the Account Value was reduced on the date of the withdrawal. If the Owner dies before Age 80, interest compounds daily, at an effective annual interest rate of 3%, to the Death Benefit Valuation Date. If the Owner dies on or after his 80th birthday, interest compounds daily, at an effective annual interest rate of 3%, to the Contract Anniversary prior to the 80th birthday. No interest will be added if the Owner was Age 80 before this Contract was issued.

The Historic High Value is equal to the High Value, reduced proportionally for withdrawals taken after the High Value was reached. This reduction will be in the same proportion that the Account Value was reduced on the date of the withdrawal. The High Value is the largest Account Value on the fifth or any subsequent Contract Anniversary, but before the Death Benefit Valuation Date and prior to Age 80. If this Contract was issued after the Owner’s 75th birthday, there is no High Value. This means there is no Historic High Value.

The death benefit will be allocated among the Subaccounts and the Fixed Account options. This allocation will occur as of the Death Benefit Valuation Date. It will be made in the same proportion as the value of each option bears to the total Account Value immediately before that date. Any applicable premium tax or other taxes not previously deducted, and any outstanding loans, will be deducted from the death benefit amount described above.

For all Contracts, the Owner may elect the form of payment of the death benefit at any time before his or her death. The form of payment may be a lump sum, or any available form of settlement option. The standard forms of settlement options are described in the Settlement Options section of this prospectus. There is no additional change associated with the form of Death Benefit election. If the Owner does not make an election as to the form of death benefit, the Beneficiary may make an election within one year after the Owner’s death. If no election as to the form of settlement option is made, the Company will apply the death benefit to a fixed dollar benefit for a period certain of 48 months. The first day of the Benefit Payment Period in which a death benefit is paid may not be more than one year after the Owner’s death; the day a death benefit is paid in a lump sum may not be more than five years after the Owner’s date of death.

Example of Determination of Death Benefit Amount (Version 1 and Version 2)

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	Account Value immediately after withdrawal	= 11.1111%	Percentage Reduction

	$	90,000	Account Value immediately before withdrawal


$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.

Death Benefit Amount (Version 3)

This Version 3 of the Death Benefit Amount applies to:

all Individual Contracts issued in Oregon, South Carolina or Washington before the 2003 Death Benefit Endorsement was approved in those states;

all Individual Contracts issued in all other states before the 2000 Death Benefit Endorsement was approved by those states; and

all Group Contracts issued in any state before the 2003 Death Benefit Endorsement was approved in the state where the Contract was issued.

A death benefit will be paid under a Contract if the Owner dies during the Accumulation Period. If a surviving spouse becomes a successor Owner of the Contract, the death benefit will be paid on the death of the successor Owner if he or she dies during the Accumulation Period.

The death benefit will be an amount equal to the largest of the following three amounts:

The Account Value on the Death Benefit Valuation Date

The total purchase payment(s), with interest at three percent (3%) per year through the Death Benefit Valuation Date or the Owner’s 80th birthday if earlier, compounded annually, less any partial surrenders and any contingent deferred sales charges that applied to those amounts

The largest Account Value on any contract anniversary after the fourth contract anniversary and prior to the Death Benefit Valuation Date or the Owner’s 80th birthday if earlier, less any partial surrenders and any contingent deferred sales charges that applied to those amounts.

Account Value immediately before that date. Any applicable premium tax or other taxes not previously deducted, and any outstanding loans, will be deducted from the death benefit amount described above.

An Owner may elect the form of payment of the death benefit at any time before his or her death. The form of payment may be a lump sum, or any available form of settlement option. The standard forms of settlement options are described in the Settlement Options section of this prospectus. If the Owner does not make an election as to the form of death benefit, the Beneficiary may make an election within one year after the Owner’s death. If no election as to the form of settlement option is made, the Company will apply the death benefit to a fixed dollar benefit for a period certain of 48 months. The first day of the Benefit Payment Period in which a death benefit is paid may not be more than one year after the Owner’s death; the day a death benefit is paid in a lump sum may not be more than five years after the Owner’s date of death.

Payment of Benefits

When a Contract is annuitized, or when a death benefit is applied to a settlement option, the Account Value or the death benefit, as the case may be, the Company promises to pay a stream of benefit payments for the duration of the settlement option selected. Upon annuitization, the Account Value is no longer available to the Owner. Benefit payments may be calculated and paid: (1) as a fixed dollar benefit; (2) as a variable dollar benefit; or (3) as a combination of both. The stream of payments, whether variable dollar or fixed dollar, is an obligation of the Company’s general account. However, only the amount of fixed dollar benefit payments is guaranteed by the Company. The Owner (or Payee) bears the risk that any variable dollar benefit payment may be less than the initial variable dollar benefit payment, or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently. Transfers between a variable dollar benefit and a fixed dollar benefit are not permitted, but transfers of Benefit Units among Subaccounts are permitted once each 12 months after a variable dollar benefit has been paid for at least 12 months. The formulas for transferring Benefit Units among Subaccounts during the Benefit Payment Period are set forth in the Statement of Additional Information.

SETTLEMENT OPTIONS

Settlement Options

The Company will make periodic payments in any form of settlement option that is acceptable to it at the time of an election. The standard forms of settlement options are described below. Payments under any settlement option may be in monthly, quarterly, semi-annual or annual payment intervals. 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. The Company, in its discretion, may require benefit payments to be made by direct deposit or wire transfer to the account of a designated Payee.

The Company may modify minimum amounts, payment intervals and other terms and conditions at any time without prior notice to Owners. If the Company changes the minimum amounts, the Company may change any current or future payment amounts and/or payment intervals to conform with the change. More than one settlement option may be elected if the requirements for each settlement option elected are satisfied. 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 as described in the Commuted Values section of this prospectus.

The dollar amount of benefit payments will vary with the frequency of the payment interval and the duration of the payments. Generally, each payment in a stream of payments will be lesser in amount 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, each payment in the stream of payments will generally be lesser in amount as the life expectancy of the Annuitant or Beneficiary increases because more payments are expected to be paid.

Income for a Fixed Period: The Company 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.)

Life Annuity with Payments for a Fixed Period: The Company will make periodic payments for a fixed period, or until the death of the person on whose life benefit payments are based if he or she lives longer than the fixed period.

Joint and One-Half Survivor Annuity: The Company will make periodic payments until the death of the primary person on whose life benefit payments are based; thereafter, the Company will make one-half of the periodic payment until the death of the secondary person on whose life benefit payments are based.

Life Annuity: The Company will make periodic payments until the death of the person on whose life the benefit payments are based.

For Contracts issued after May 1, 2004, in states where the Company has received regulatory approval, the Company generally guarantees minimum benefit payment factors based on annuity 2000 mortality tables for blended lives (60% female/40%male) with interest at 1% per year, compounded annually.

Considerations in Selecting a Settlement Option and Payment Forms

Periodic payments under a settlement option are affected by various factors, including the length of the payment period, the life expectancy of the person on whose life benefit payments are based, the frequency of the payment interval (monthly, quarterly, semi-annual or annual), and the payment form selected (fixed dollar or variable dollar).

•

Generally, the longer the period over which payments are made or the more frequently the payments are made, the lower the amount of each payment because more payments will be made.

•

For life contingent settlement options, the longer the life expectancy of the Annuitant or Beneficiary, the lower the amount of each payment because more payments are expected to be paid.

•

Fixed dollar payments will remain level for the duration of the payment period.

•

The actual amount of each variable dollar payment may vary from payment to payment regardless of the duration of the payment period. The actual amount of each variable dollar payment will reflect the investment performance of the Subaccount(s) selected. The daily investment factor and the assumed interest rate also affect the amount by which variable dollar payments increase or decrease.

Additional information about fixed dollar payments, variable dollar payments, the daily investment factor, and the assumed interest rate is included in the Calculation of Benefit Payments and Glossary of Financial Terms sections of this prospectus.

THE CONTRACTS

Each Contract is an agreement between the Company and the Owner. Values, benefits and charges are calculated separately for each Contract. In the case of a group Contract, the agreement is between the group Owner and the Company. 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 the Company is subject to the insurance laws and regulations of all the jurisdictions where it is 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

The Owner of an Individual Contract may cancel it before midnight of the twentieth day following the date the Owner receives the Contract. For a valid cancellation, the Contract must be returned to the Company, and written notice of cancellation must be given to the Company, or to the agent who sold the Contract, by that deadline. If mailed, 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 the Owner cancels the Contract, the Contract will be void and the Company will refund the purchase payment(s) paid for it, plus or minus any investment gains or losses under the Contract as of the end of the Valuation Period during which the returned Contract is received by the Company. When required by state or federal law, the Company will return the purchase payments without any investment gain or loss, during all or part of the right to cancel period. When required by state or federal law, the Company will return 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 specified on the first page of the Contract, the Company reserves the right to allocate all purchase payments to either the Fixed Accumulation Account or a money market Subaccount, at our discretion. If we exercise this right, we will allocate the Account Value as of the end of the right to cancel period to the Fixed Account options and/or to the Subaccounts in the percentages that the Owner instructed.

Persons With Rights Under a Contract

Owner: The Owner is the person with authority to exercise rights and receive benefits under the Contract (e.g., make allocations among investment options, elect a settlement option, designate the Annuitant, Beneficiary and Payee). 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. Ownership of a non-tax-qualified Contract may be transferred, but transfer may have adverse tax consequences. Ownership of a tax-qualified Contract may not be transferred. Unless otherwise elected or required by law, a transfer of Ownership will not automatically cancel a designation of an Annuitant or Beneficiary or any settlement options election previously made.

Joint Owners: There may be joint Owners of a non-tax-qualified Contract. Joint Owners may each exercise transfer rights and make purchase payment allocations independently. All other rights 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 which becomes payable on the death of the first Owner to die, regardless of any Beneficiary designation.

Successor Owner: The surviving spouse of a deceased Owner may become a Successor Owner if the surviving spouse was either the joint Owner or sole surviving Beneficiary under the Contract. In order for a spouse to become a Successor Owner, the Owner must make an election prior to the Owner’s death, or the surviving spouse must make an election within one year of the Owner’s death.

Annuitant: The Annuitant is the person whose life is the measuring life for life contingent annuity benefit payments. The Annuitant must be the same person as the Owner under a tax-qualified Contract. The Owner may designate or change an Annuitant under a non-tax-qualified Contract. Unless otherwise elected or required by law, a change of Annuitant will not automatically cancel a designation of a Beneficiary or any settlement option election previously made.

Beneficiary: The person entitled to receive the death benefit. The Owner may designate or change the Beneficiary, except that a surviving joint Owner will be deemed to be the Beneficiary regardless of any designation. Unless otherwise elected or required by law, a change of Beneficiary will not automatically cancel a designation of any Annuitant or any settlement option election previously made. If no Beneficiary is designated, and there is no surviving joint Owner, the Owner’s estate will be the Beneficiary. The Beneficiary will be the measuring life for life contingent death benefit payments.

Payee: Under a tax-qualified Contract, the Owner-Annuitant is the Payee of annuity benefits. Under a non-tax-qualified Contract, the Owner may designate the Annuitant or the Owner as the Payee of annuity benefits. Irrevocable naming of a Payee other than the Owner can have adverse tax consequences. The Beneficiary is the Payee of the death benefit.

Assignee: Under a tax-qualified Contract, assignment is not permitted. The Owner of a non-tax-qualified Contract may assign most of his/her rights or benefits under a Contract. Assignment of rights or benefits may have adverse tax consequences.

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 home 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 Company^{^®} which is a wholly owned subsidiary of Great American Financial Resources^{^®}, 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).

The Company may from time to time publish in advertisements, sales literature and reports to Owners the ratings and other information assigned to it 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 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

The Separate Account was established by the Company on December 19, 1996, as an insurance company separate account under the laws of the State of Ohio pursuant to resolution of the Company’s Board of Directors. The Separate Account is registered with the SEC under the 1940 Act as a unit investment trust. However, the SEC does not supervise the management or the investment practices or policies of 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 the Company’s general account assets or any other separate account maintained by the Company. 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 obligations under the Contracts are obligations of the Company.

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 the Company are calculated as a percentage of the purchase payments received for a contract. The maximum percentage is 8.5% of the purchase payments received from a contract. Commissions paid by the Company may also be calculated as a percentage of the contract value (sometimes called a trail commission). Trail commissions are not expected to exceed 1% of the contract value on an annual basis.

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.

GAA may enter into revenue sharing, shelf space, and other arrangements with broker-dealers under which GAA pays them additional compensation for services that they provide in connection with the distribution of the Contracts (such as providing access to their distribution networks, sponsoring conferences, seminars, sales programs or training programs for registered representatives or other employees, paying travel expenses incurred in connection with these events, and sponsoring sales and advertising campaigns related to the Contracts) or additional compensation for administrative or operational expenses. These arrangements may not be applicable to all firms in the selling network, the terms of these arrangements may differ between firms, and the compensation payable under these arrangements may include cash compensation, non-cash compensation, or other benefits. Compensation paid under these arrangements will not result in any additional direct charge to you. Compensation under these arrangements may provide an incentive for a selling firm or its registered representatives to favor the sale of the Contracts over other financial products available in the marketplace.

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.

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.

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 59 1/2, 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 59 1/2, 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 70 1/2, 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 70 1/2, 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 59 1/2, 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 70 1/2, 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.

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
Plan Types	§	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

	§	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 benefit 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.

Required Minimum Distributions

The Contracts are subject to the required minimum distribution (“RMD”) rules of federal tax law. These rules vary based on the tax qualification of the Contract or the plan under which it is issued.

If the Contract is nonqualified or is a Roth IRA, then there are no required minimum distributions during life. For all tax-qualified Contracts other than Roth IRAs, required minimum distributions must generally begin by April 1 following attainment of age 70 1/2. However, a participant who is not a 5% owner of the employer may delay required minimum distributions from the employer’s Tax-Sheltered Annuity Plan, Pension, Profit-Sharing, or 401(k) Plan, or Governmental Deferred Compensation Plan until April 1 following the year in which the participant retires from the employer. The required minimum distributions during life are calculated based on standard life expectancy tables adopted under federal tax law.

Both nonqualified and tax-qualified Contracts are subject to required minimum distributions after death. Generally, if payments have begun under a settlement option during life, then after death any remaining payments must be made at least as rapidly as those before death. If payments have not begun under a settlement option during life, then the death benefit must be paid out in full within five years after death, or must be paid out in substantially equal payments beginning within one year of death over a period not exceeding the beneficiary’s life expectancy. If the Contract is nonqualified or is a traditional IRA or Roth IRA, a spouse beneficiary may elect out of these requirements, and apply the required minimum distribution rules as if the contract were his or her own.

CALCULATION OF BENEFIT PAYMENTS

Calculation of Fixed Dollar Payments

Fixed dollar benefit payments are determined by multiplying the amount applied to the fixed dollar benefit (expressed in thousands of dollars and after deduction of any fees and charges, loans, or applicable premium taxes) by the amount of the payment per $1,000 of value which the Company is currently paying for settlement options of that type. Fixed dollar benefit payments will remain level for the duration of the Benefit Payment Period.

For Contracts issued after May 1, 2004 in states where the Company has received regulatory approval, the Company generally guarantees minimum benefit payment factors based on annuity 2000 mortality tables for blended lives (60% female/40% male), with interest at 1% per year, compounded annually.

For all other Contracts, the Company guarantees minimum fixed dollar benefit payment factors based on 1983 annuity mortality tables for individuals or groups, as applicable, with interest at 3% per year, compounded annually. For group Contracts, individual tax-qualified Contracts and individual non-tax-qualified Internal Revenue Code (“IRC”) Section 457 Contracts, the Company uses tables for blended lives (60% female/40% male). For individual non-tax-qualified Contracts except IRC Section 457, the Company uses tables for male and female lives. Where required by state law, the Company uses blended tables for all Contracts. The minimum monthly payments per $1,000 of value for the Company’s standard settlement options are set forth in tables in the Contracts. Upon request, the Company will provide information about minimum monthly payments for ages or fixed periods not shown in the settlement option tables.

Calculation of Variable Dollar Payments

The variable dollar base payment is the amount it would be if it were a fixed dollar payment calculated at the Company’s minimum guaranteed settlement option factors.

The amount of each variable dollar payment will reflect the investment performance of the Subaccount(s) selected and may vary from payment to payment. For example, because the base payment includes a fixed rate of interest, payments will be less than the base payment if the net investment performance of the applicable Subaccounts is less than that rate of interest. Payments will be more than the base payment if the net investment performance of the applicable Subaccount(s) is greater than that rate of interest.

The amount of each payment is the sum of the payment due for each Subaccount selected. The payment due for a Subaccount equals the shares for that Subaccount, which are the Benefit Units, times their value, which is the Benefit Unit Value for that Subaccount as of the end of the fifth Valuation Period preceding the due date of the payment.

The number of Benefit Units for each Subaccount selected is determined by allocating the amount of the variable dollar basee payment among the Subaccount(s) selected in the percentages indicated by the Owner (or Payee). The dollar amount allocated to a Subaccount is divided by the Benefit Unit Value for that Subaccount as of the first day of the Benefit Payment Period. The result is the number of Benefit Units that the Company will pay for that Subaccount at each payment interval. The number of Benefit Units remains fixed during the Benefit Payment Period, except as a result of any transfers among Subaccounts or as provided under the settlement option elected. An explanation of how Benefit Unit Values are calculated is included in the Glossary of Financial Terms of this prospectus.

Commuted Values

After receiving benefits under a Contract for at least 5 years, the person entitled to payments may elect to receive a lump-sum commuted value of the remaining benefit payments. The commuted value is less than the sum of the payments not made because those payments include interest. The commuted value at any time is an amount equal to the payments not yet made under the settlement option less interest from the date of each payment not yet made. The interest rate used to calculate the commuted value of payments may not be the same interest rate originally used to establish the payments under the settlement option. The Company will, upon request, provide information on the then current commuted value, if any, of any non-life contingent settlement option elected.

Payments contingent on life may not be commuted. A Beneficiary may not commute payments under a settlement option elected by the Owner.

GLOSSARY OF FINANCIAL TERMS

The following financial terms explain how the variable portion of the Contracts is valued. Read these terms in conjunction with the Definitions section of this prospectus.

Accumulation Unit Value: The initial Accumulation Unit Value for each Subaccount other than the money market Subaccount was set at $10. The initial Accumulation Unit Value for the money market Subaccount was set at $1. The initial Accumulation Unit Value for a Subaccount was established at the inception date of the Separate Account, or on the date the Subaccount was established, if later. The Company establishes distinct Accumulation Unit Values for Contracts with different Separate Account fee structures, as described in the Expense Tables.

After the initial Accumulation Unit Value is established, the Accumulation Unit Value for a Subaccount at the end of each Valuation Period is the Accumulation Unit Value at the end of the previous Valuation Period multiplied by the Net Investment Factor for that Subaccount for the current Valuation Period.

A Net Investment Factor of 1 produces no change in the Accumulation Unit Value for that Valuation Period. A Net Investment Factor of more than 1 or less than 1 produces an increase or a decrease, respectively, in the Accumulation Unit Value for that Valuation Period. The Accumulation Unit Value will vary to reflect the investment experience of the applicable Portfolios.

Benefit Unit Value: The initial Benefit Unit Value for a Subaccount will be set equal to the Accumulation Unit Value for that Subaccount at the end of the first Valuation Period in which a variable dollar benefit is established by the Company. The Company will establish distinct Benefit Unit Values for Contracts with different Separate Account fee structures, as described in the Expense Tables.

The Benefit Unit Value for a Subaccount at the end of each Valuation Period after the first is the Benefit Unit Value at the end of the previous Valuation Period multiplied by the Net Investment Factor for that Subaccount for the current Valuation Period, and multiplied by a daily investment factor for each day in the Valuation Period. The daily investment factor reduces the previous Benefit Unit Value by the daily amount of the assumed interest rate, which is already incorporated in the calculation of variable dollar payments.

For applicable Contracts issued after May 1, 2004, 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. It generally will not be greater than 0.99997236, which is the factor based on a net investment rate of 1% per year, compounded annually, as reflected in the guaranteed Settlement Option Tables. For all other Contracts, the daily investment factor (0.99991781) is based on the assumed net investment rate of 3% per year, compounded annually, that is reflected in the Settlement Option Tables.

Net Investment Factor: The Net Investment Factor for any Subaccount for any Valuation Period is determined by dividing NAV2 by NAV1 and subtracting a factor representing the mortality and expense risk charge and the administration charge (as well as the charges for any optional riders or endorsements) deducted from the Subaccount during that Valuation Period, where:

NAV1 is equal to the Net Asset Value for the Portfolio for the preceding Valuation Period; and

NAV2 is equal to the Net Asset Value for the Portfolio for the current Valuation Period plus the per share amount of any dividend or net capital gain distributions made by the Portfolio during the current Valuation Period, and plus or minus a per share charge or credit if the Company adjusts its tax reserves due to investment operations of the Subaccount or changes in tax law.

In other words, the Net Investment Factor represents the percentage change in the total value of assets invested by the Separate Account in a Portfolio. That percentage is then applied to Accumulation Unit Values and Benefit Unit Values as described in the discussion of those terms in this section of the prospectus.

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

THE REGISTRATION STATEMENT

The Company 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. 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. The Registration Statement and the exhibits thereto may be inspected and copied at the office of the SEC, located at 100 F Street, N.E., Washington, D.C., and may also be accessed at the SEC’s web site: http://www.sec.gov. The registration number for the Registration Statement is 333-19725.

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.


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APPENDIX A: CONDENSED FINANCIAL INFORMATION


									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. Capital Development Fund-Series I Shares
12.930724		1,168,401.050		13.012710		6,948.243		13.053761		30.786		12/31/06
11.254617		16,459.887		11.291687		1,008.183		11.310210		0.000		12/31/05
10.413665		2,721.825		10.416351		0.000		10.417688		0.000		12/31/04
AIM V.I. Core Equity Fund-Series I Shares
10.812798		946,182.515		10.834974		3,675.733		10.846037		0.000		12/31/06
AIM V.I. Financial Services Fund-Series I Shares
13.250780		177,386.400		13.477974		2,490.821		13.592983		112.573		12/31/06
11.540835		198,663.153		11.703172		1,383.076		11.785233		75.651		12/31/05
11.051409		208,252.570		11.172949		256.950		11.234312		28.405		12/31/04
10.313195		157,061.561		10.395135		38.751		10.436461		0.000		12/31/03
8.070175		118,822.635		8.110243		0.000		8.130414		0.000		12/31/02
9.616190		71,816.401		9.635286		0.000		9.644875		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		11.502013		305.222		12/31/06
10.805644		405,402.095		10.957652		948.050		11.034447		202.797		12/31/05
10.132965		382,011.757		10.244403		727.654		10.300635		77.557		12/31/04
9.553444		311,542.224		9.629350		552.891		9.667612		179.965		12/31/03
7.580976		210,450.701		7.618614		203.656		7.637544		0.000		12/31/02
10.175290		59,824.959		10.195475		0.000		10.205610		61.085		12/31/01
AIM V.I. High Yield Fund-Series I Shares
11.887590		336,558.419		11.984482		257.915		12.033030		176.048		12/31/06
10.886907		350,885.548		10.942429		230.396		10.970185		115.761		12/31/05
10.749148		449,939.142		10.771273		214.851		10.782305		43.918		12/31/04
10.095432		859,221.923		10.290759		188.060		10.389982		0.001		12/31/03
8.186958		488,086.809		8.320679		169.835		8.388454		0.000		12/31/02
8.410616		546,183.962		8.522682		149.057		8.579354		0.000		12/31/01
10.025816		403,918.794		10.129146		121.262		10.181276		134.192		12/31/00
11.510803		221,636.210		11.595106		113.564		11.637523		0.000		12/31/99
10.689459		70,047.913		10.735898		7.556		10.759164		0.000		12/31/98
10.687084		10,260.821		10.701757		0.000		10.709127		0.000		12/31/97
AIM V.I. Small Cap Equity Fund-Series I Shares
12.572746		59,594.167		12.652463		552.133		12.692358		0.000		12/31/06
10.857407		15,527.249		10.893167		559.580		10.911028		0.000		12/31/05
10.184771		48.134		10.187404		0.000		10.188714		0.000		12/31/04
AIM V.I. Small Cap Growth Fund-Series I Shares
10.356858		145,499.534		10.534498		2,285.979		10.624408		0.000		12/31/06
9.203351		141,453.043		9.332860		465.384		9.398306		0.000		12/31/05
8.873033		123,848.236		8.970653		388.008		9.019944		0.000		12/31/04
7.900935		131,306.947		7.963751		34.809		7.995424		0.000		12/31/03
6.004149		155,173.901		6.033996		0.000		6.049012		0.000		12/31/02
8.838420		27,720.462		8.856003		0.000		8.864827		0.000		12/31/01


									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
American Century VP Large Company Value Fund-Class I Shares
12.494572		420,902.275		12.573776		280.955		12.613437		125.863		12/31/06
10.560864		99,384.541		10.595660		82.915		10.613037		0.000		12/31/05
10.216542		36,701.792		10.219180		0.000		10.220496		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		13.447669		0.000		12/31/06
11.229852		114,376.075		11.266849		132.931		11.285315		0.000		12/31/05
10.395465		24,970.228		10.398152		0.000		10.399486		0.000		12/31/04
American Century VP Ultra^® Fund-Class I Shares
9.979396		707,542.380		10.042693		8,378.330		10.074375		485.952		12/31/06
10.463493		32,615.015		10.497965		0.000		10.515180		411.819		12/31/05
10.386756		598.086		10.389435		0.000		10.390771		0.000		12/31/04
American Century VP Vista^SMFund-Class I Shares
11.918299		976,806.445		11.993889		11,321.554		12.031706		181.135		12/31/06
11.088360		79,780.294		11.124884		0.000		11.143119		21.514		12/31/05
10.399373		4,938.285		10.402055		0.000		10.403392		21.514		12/31/04
Dreyfus IP Technology Growth Portfolios-Initial Shares
10.684409		1,309,668.746		10.752145		7,254.620		10.786066		493.194		12/31/06
10.388053		32,100.558		10.422269		0.000		10.439369		20.730		12/31/05
10.151024		198.889		10.153642		0.000		10.154947		20.730		12/31/04
The Dreyfus Socially Responsible Growth Fund, Inc.-Initial Shares
11.353220		701,011.037		11.678582		5,863.440		11.844662		0.000		12/31/06
10.543914		795,479.598		10.813247		5,790.816		10.950470		0.000		12/31/05
10.320091		913,267.538		10.551666		5,286.547		10.669460		0.000		12/31/04
9.854396		925,266.631		10.045110		4,815.599		10.141935		0.000		12/31/03
7.930106		960,232.146		8.059684		3,420.290		8.125307		0.000		12/31/02
11.317226		1,066,026.751		11.468022		1,578.746		11.544188		0.000		12/31/01
14.823134		894,007.973		14.975835		600.773		15.052735		29.856		12/31/00
16.894039		408,482.196		17.017705		351.586		17.079770		0.000		12/31/99
13.169143		140,614.024		13.226328		80.398		13.254881		0.000		12/31/98
10.320883		26,332.500		10.335055		0.000		10.342126		0.000		12/31/97
Dreyfus Stock Index Fund, Inc.-Initial Shares
15.179498		4,190,418.249		15.614354		7,744.043		15.836519		532.986		12/31/06
13.328744		4,493,460.193		13.669089		6,535.021		13.842665		537.406		12/31/05
12.911696		4,792,865.682		13.201315		7,554.962		13.348780		680.516		12/31/04
11.835440		4,670,251.024		12.064404		9,003.839		12.180793		680.516		12/31/03
9.349226		4,454,143.840		9.501934		6,861.288		9.579380		3,171.095		12/31/02
12.210993		4,141,595.630		12.373650		4,522.004		12.455945		3,086.013		12/31/01
14.100696		3,598,196.884		14.245940		1,681.580		14.319249		3,844.565		12/31/00
15.760394		2,129,772.165		15.875757		616.234		15.933836		222.802		12/31/99
13.250646		779,485.606		13.308166		56.321		13.337028		0.000		12/31/98
10.479569		69,510.645		10.493943		0.000		10.501129		0.000		12/31/97


									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
Dreyfus VIF Appreciation Portfolio-Initial Shares
15.017729		946,182.350		15.447987		4,551.668		15.667624		0.000		12/31/06
13.075735		1,005,802.778		13.409645		4,744.717		13.579785		0.000		12/31/05
12.704674		1,036,367.953		12.989662		6,831.224		13.134636		150.958		12/31/04
12.265787		936,025.635		12.503079		8,455.513		12.623565		150.958		12/31/03
10.264481		821,738.414		10.432114		6,651.281		10.517029		150.958		12/31/02
12.497173		717,965.716		12.663627		5,276.343		12.747715		150.958		12/31/01
13.974173		649,590.073		14.118110		3,407.753		14.190622		155.216		12/31/00
14.262203		517,772.082		14.366606		2,156.774		14.419045		154.147		12/31/99
12.975443		170,523.015		13.031774		100.415		13.059918		0.000		12/31/98
10.103905		18,347.666		10.117776		0.000		10.124633		0.000		12/31/97
Dreyfus VIF Developing Leaders Portfolio-Initial Shares
15.049986		807,530.215		15.481299		5,517.924		15.701713		516.548		12/31/06
14.708620		908,638.512		15.084331		6,468.518		15.276001		459.556		12/31/05
14.099077		919,021.905		14.415462		6,838.658		14.576616		548.248		12/31/04
12.842412		898,484.551		13.090970		9,249.068		13.217353		491.205		12/31/03
9.888294		887,931.962		10.049896		5,581.765		10.131883		471.199		12/31/02
12.397758		698,539.631		12.563024		2,568.238		12.646674		229.386		12/31/01
13.391746		482,890.909		13.529796		1,048.292		13.599519		375.159		12/31/00
11.984035		275,503.637		12.071820		486.764		12.116077		199.908		12/31/99
9.867472		171,968.905		9.910354		14.492		9.931930		0.000		12/31/98
10.362314		41,359.506		10.376538		0.000		10.383658		0.000		12/31/97
Dreyfus VIF Growth and Income Portfolio-Initial Shares
12.799045		534,977.589		13.165752		3,400.363		13.353024		0.000		12/31/06
11.335178		573,338.603		11.624648		4,096.135		11.772215		0.000		12/31/05
11.122877		660,745.227		11.372419		5,058.158		11.499396		0.000		12/31/04
10.496627		594,854.140		10.699714		4,344.521		10.802876		0.000		12/31/03
8.409071		633,983.863		8.546428		2,655.811		8.616047		0.000		12/31/02
11.419341		646,842.656		11.571439		1,474.275		11.648352		0.000		12/31/01
12.299306		572,006.660		12.425981		906.280		12.489868		145.939		12/31/00
12.961023		331,756.261		13.055905		650.409		13.103601		0.000		12/31/99
11.243790		159,409.837		11.292611		5.049		11.251722		0.000		12/31/98
10.196538		32,231.762		10.210527		0.000		10.217481		0.000		12/31/97
Dreyfus VIF Money Market Portfolio
1.183188		6,426,348.042		1.211707		35,651.958		1.227578		0.000		12/31/06
1.152576		6,753,332.466		1.177927		40,350.784		1.192295		0.000		12/31/05
1.140557		5,458,310.932		1.162738		4,618.151		1.175604		0.000		12/31/04
1.146684		11,398,828.937		1.165764		9,040.873		1.177135		0.000		12/31/03
1.153638		26,597,370.970		1.169798		23,476.567		1.179709		0.000		12/31/02
1.153108		17,775,594.379		1.166325		15,244.920		1.174767		0.036		12/31/01
1.128116		7,677,545.259		1.138355		12,985.570		1.145310		280,844.647		12/31/00
1.083700		2,638,837.162		1.090994		8,490.939		1.096462		0.000		12/31/99
1.050876		658,981.650		1.055214		555.360		1.059678		0.000		12/31/98
1.016499		0.000		1.017876		0.000		1.018560		0.000		12/31/97


									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
DWS Small Cap Index VIP Fund-Class A
17.321028		452,371.808		17.722591		276.237		17.926929		73.897		12/31/06
14.951171		417,983.505		15.251478		151.892		15.404037		57.528		12/31/05
14.543337		347,239.433		14.790573		44.787		14.915983		36.274		12/31/04
12.525203		434,240.830		12.699687		8.778		12.788062		144.907		12/31/03
8.673629		165,980.862		8.768488		0.000		8.816430		4.364		12/31/02
11.074827		153,151.939		11.162755		54.021		11.207088		272.943		12/31/01
11.003134		83,894.729		11.057432		8.017		11.084755		95.772		12/31/00
11.606269		15,259.149		11.629080		0.000		11.640544		0.000		12/31/99
Janus Aspen Series Balanced Portfolio-Institutional Shares
20.527683		2,849,443.225		21.115777		10,256.899		21.416039		38.089		12/31/06
18.802986		3,224,954.488		19.283124		11,389.809		19.527811		39.724		12/31/05
17.664922		3,596,278.746		18.061165		13,350.072		18.262753		171.888		12/31/04
16.507560		3,685,075.400		16.826897		19,069.761		16.989064		171.888		12/31/03
14.676594		3,702,620.254		14.916257		13,120.266		15.037669		1,282.216		12/31/02
15.907374		3,578,735.833		16.119263		9,654.166		16.226337		1,282.216		12/31/01
16.920712		3,181,464.624		17.095024		6,533.026		17.182875		1,437.831		12/31/00
17.556100		1,571,579.505		17.684597		2,931.027		17.749154		111.555		12/31/99
14.043929		373,285.807		14.104892		214.770		14.135421		0.000		12/31/98
10.604609		30,519.754		10.619159		0.000		10.626394		0.000		12/31/97
Janus Aspen Series Forty Portfolio-Institutional Shares
11.403714		1,272,789.383		11.668168		6,914.755		11.802739		238.337		12/31/06
10.576925		1,421,322.533		10.789432		8,924.998		10.897390		224.632		12/31/05
9.505422		1,369,066.381		9.667060		9,080.188		9.749062		369.844		12/31/04
8.153727		1,483,721.928		8.267358		11,535.264		8.324912		340.749		12/31/03
6.859260		1,548,077.357		6.934292		7,637.061		6.972208		1,816.324		12/31/02
8.247987		1,650,016.481		8.313484		4,570.921		8.346510		1,813.269		12/31/01
10.678675		1,384,637.536		10.731358		1,520.638		10.757867		1,957.004		12/31/00
13.234548		471,936.628		13.260556		4.141		13.273610		170.622		13/31/99
Janus Aspen Series International Growth Portfolio-Institutional Shares
27.500771		1,183,279.918		28.288499		12,357.534		28.690648		56.867		12/31/06
18.969977		966,575.134		19.454325		10,632.810		19.701127		56.867		12/31/05
14.542258		681,071.772		14.868462		11,182.362		15.034373		22.784		12/31/04
12.398800		669,789.197		12.638673		15,388.121		12.760432		0.000		12/31/03
9.318679		678,787.112		9.470891		11,468.866		9.547961		0.000		12/31/02
12.698027		675,126.139		12.867174		7,907.782		12.952582		0.000		12/31/01
16.774550		620,740.857		16.947297		4,953.034		17.034254		245.673		12/31/00
20.234788		142,343.325		20.382770		2,330.619		20.457001		0.000		12/31/99
11.256365		45,382.775		11.305246		58.950		11.329668		0.000		12/31/98
9.735841		12,541.039		9.749214		0.000		9.755900		0.000		12/31/97


									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
Janus Aspen Series Large Cap Growth Portfolio-Institutional Shares
13.332590		1,661,699.848		13.714717		8,850.842		13.910006		0.000		12/31/06
12.140136		1,816,341.463		12.450279		12,118.207		12.608502		0.000		12/31/05
11.805932		1,963,661.008		12.070890		12,071.718		12.205852		128.720		12/31/04
11.455733		2,117,639.460		11.677475		17,617.840		11.790223		128.720		12/31/03
8.817912		2,338,003.425		8.962034		12,164.934		9.035150		128.720		12/31/02
12.166993		2,211,504.181		12.329165		7,211.443		12.411252		128.720		12/31/01
16.393493		1,792,958.592		16.562387		3,980.605		16.647684		269.822		12/31/00
19.453513		643,514.256		19.595874		1,374.992		19.667608		109.122		12/31/99
13.699715		172,190.630		13.759186		84.318		13.789099		0.000		12/31/98
10.239960		32,737.591		10.254006		0.000		10.261077		0.000		12/31/97
Janus Aspen Series Mid Cap Growth Portfolio-Institutional Shares
17.723408		1,111,731.741		18.231471		15,635.292		18.490639		198.823		12/31/06
15.820887		1,192,692.579		16.225130		18,154.900		16.430939		174.191		12/31/05
14.286652		1,246,239.904		14.607357		18,555.090		14.770332		251.906		12/31/04
11.999290		1,291,553.100		12.231626		21,025.289		12.349444		218.778		12/31/03
9.005921		1,290,667.557		9.153163		14,073.466		9.227625		856.311		12/31/02
12.672131		1,215,838.484		12.841113		8,626.211		12.926320		832.210		12/31/01
21.224171		993,843.327		21.442894		3,573.726		21.552802		1,243.427		12/31/00
31.565210		329,807.902		31.796057		829.264		31.911561		159.044		12/31/99
14.199318		53,896.345		14.260947		36.621		14.291595		0.000		12/31/98
10.723950		2,830.076		10.738659		0.000		10.745938		0.000		12/31/97
Oppenheimer Balanced Fund/VA-Initial Series
11.545935		284,653.565		11.619151		2,713.335		11.655797		21.039		12/31/06
10.535194		293,699.326		10.569900		1,006.485		10.587241		21.039		12/31/05
10.284433		3,001.731		10.287083		0.000		10.288407		21.039		12/31/04
Oppenheimer Capital Appreciation Fund/VA-Initial Series
11.380578		206,005.347		11.452745		1,085.611		11.488852		0.000		12/31/06
10.691883		85,720.169		10.727101		453.514		10.587241		0.000		12/31/05
10.317159		581.341		10.319818		0.000		10.321144		0.000		12/31/04
Oppenheimer Main Street Fund^{^®}/VA-Initial Series
12.267378		188,104.597		12.345144		2,240.578		12.384076		0.000		12/31/06
10.816022		161,384.797		10.851650		1,136.259		10.869450		0.000		12/31/05
10.350617		13,062.128		10.353285		0.000		10.354615		0.000		12/31/04
PIMCO VIT Real Return Portfolio-Administrative Class
10.154210		212,006.902		10.218623		4,352.416		10.250872		0.000		12/31/06
10.224854		240,401.144		10.258560		2,314.795		10.275393		0.000		12/31/05
10.156423		10,066.473		10.159043		0.000		10.160349		0.000		12/31/04
PIMCO VIT Total Return Portfolio-Administrative Class
10.417487		207,153.358		10.483551		1,880.102		10.516640		0.000		12/31/06
10.173284		199,476.486		10.206803		453.274		10.223567		0.000		12/31/05
10.070332		627.100		10.072934		0.000		10.074230		0.000		12/31/04


									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
Van Kampen UIF Core Plus Fixed Income Portfolio-Class I
14.997858		934,853.788		15.427535		4,516.328		15.647093		0.000		12/31/06
14.663212		1,031,163.550		15.037636		4,510.157		15.228624		0.000		12/31/05
14.269584		1,040,814.398		14.589653		5,455.212		14.752650		0.000		12/31/04
13.866152		1,111,500.860		14.134373		5,899.268		14.270730		0.000		12/31/03
13.437077		1,065,387.210		13.656469		3,834.895		13.767746		0.000		12/31/02
12.694998		713,042.852		12.864100		1,978.853		12.949664		0.000		12/31/01
11.776122		380,480.921		11.897491		1,180.235		11.958756		134.867		12/31/00
10.749115		279,193.758		10.827853		1,472.104		10.867507		0.000		12/31/99
11.079965		46,348.096		11.128092		30.906		11.152242		0.000		12/31/98
10.412276		4.653		10.426565		0.000		10.443738		0.000		12/31/97
Van Kampen UIF U.S. Mid Cap Value Portfolio-Class I
23.159385		581,474.070		23.822985		6,217.919		24.162157		0.000		12/31/06
19.459486		530,733.841		19.956509		5,226.294		20.210094		0.000		12/31/05
17.572071		467,487.388		17.966354		4,302.132		18.167210		0.000		12/31/04
15.551851		417,352.873		15.852805		3,927.983		16.005864		113.080		12/31/03
11.143745		383,714.571		11.325832		3,089.661		11.418226		28.150		12/31/02
15.699340		335,452.774		15.908551		1,648.470		16.014471		28.150		12/31/01
16.438193		253,713.630		16.607603		650.778		16.693197		46.034		12/31/00
15.049488		183,388.647		15.159702		827.448		15.215264		0.000		12/31/99
12.705082		111,076.120		12.760268		15.684		12.788027		0.000		12/31/98
11.113227		16,674.966		11.128478		0.000		11.136071		0.000		12/31/97
Van Kampen UIF U.S. Real Estate Portfolio-Class I
36.711245		617,880.841		37.762738		6,918.700		38.299964		185.446		12/31/06
26.969864		638,271.701		27.658464		6,314.368		28.009655		166.868		12/31/05
23.367170		618,052.255		23.891270		4,374.554		24.158129		115.611		12/31/04
17.374679		549,927.036		17.710793		5,725.997		17.881625		69.022		12/31/03
12.811814		469,712.672		13.021061		3,710.088		13.127169		28.392		12/31/02
13.094325		269,466.499		13.268793		1,955.110		13.357067		215.533		12/31/01
12.088940		147,402.642		12.213548		1,151.970		12.276441		1.523		12/31/00
9.482378		86,941.426		9.551867		733.827		9.586849		0.000		12/31/99
9.758808		43,786.457		9.801228		10.564		9.822531		0.000		12/31/98
11.101269		7,200.060		11.116503		0.000		11.124047		0.000		12/31/97
Van Kampen UIF Value Portfolio-Class I
16.611311		850,561.888		17.087197		6,292.311		17.330296		33.363		12/31/06
14.412225		863,389.460		14.780240		6,598.174		14.967892		33.363		12/31/05
13.978413		807,191.172		14.291958		5,717.704		14.451571		33.363		12/31/04
12.030718		620,028.974		12.263462		5,123.338		12.381730		33.363		12/31/03
9.098209		526,832.864		9.246820		3,689.937		9.322154		33.363		12/31/02
11.851536		401,628.667		12.009406		2,274.954		12.089242		124.533		12/31/01
11.751659		132,621.948		11.872734		1,233.392		11.933810		9.320		12/31/00
9.536137		78,330.649		9.605992		703.796		9.641132		0.000		12/31/99
9.848411		34,212.111		9.891198		23.284		9.912646		0.000		12/31/98
10.204064		9,944.401		10.218060		0.000		10.225073		0.000		12/31/97

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 Subaccount) for the AIM V.I. Global Health Care Fund Subaccount, AIM V.I. Financial Services Fund Subaccount, and AIM V.I. Small Company Growth Fund Subaccount or as of December 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 Subaccounts, the three Oppenheimer Variable Account Fund Subaccounts and the two PIMCO Variable Insurance Fund Subaccounts. The beginning Accumulation Unit Value for the Dreyfus VIF-Money Market Portfolio Subaccount was 1.000000 as of July 15, 1997.

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.


Portfolio / Advisor		Investment Objective / Strategy


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 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 Ultra^â 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.


Portfolio / Advisor		Investment Objective / Strategy


American Century VP Vista^SM 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.

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.


Portfolio / Advisor		Investment Objective / Strategy


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 Sub-Adviser — Fayez Sarofim & Co.		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.

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


DWS Small Cap Index VIP- Class A ⁽¹⁾ 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.


Portfolio / Advisor		Investment Objective / Strategy

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 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.


Portfolio / Advisor		Investment Objective / Strategy

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 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.


Portfolio / Advisor		Investment Objective / Strategy

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.

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.


Portfolio / Advisor		Investment Objective / Strategy


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.

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.


Portfolio / Advisor		Investment Objective / Strategy


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.

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.

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 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.


DEFINITIONS			1
EXPENSE TABLES			3
Contract Owner Transaction Expenses			3
Annual Contract Maintenance Fee			3
Separate Account Annual Expenses			3
Total Annual Portfolio Operating Expenses			4
Examples			5
FINANCIAL INFORMATION			6
Condensed Financial Information			6
Financial Statements			6
OVERVIEW			6
What is the Separate Account?			6
What Are the Contracts?			6
What Benefits Are Available under the Contract?			7
What Are the Risks Related to the Contract?			7
How Do I Purchase or Cancel a Contract?			7
Will Any Penalties or Charges Apply If I Make Withdrawals or Surrender a Contract?			7
What Other Charges and Deductions Apply to the Contract?			7
How Do I Contact the Company?			8
THE PORTFOLIOS			9
Portfolios			9
Additions or Substitutions of Portfolios			12
CHARGES AND DEDUCTIONS			12
Charges and Deductions by the Company			12
Contingent Deferred Sales Charge (“CDSC”)			13
Contract Maintenance Fee			14
Transfer Fee			14
Administration Charge			14
Mortality and Expense Risk Charge			15
Guaranteed Living Withdrawal Benefit Rider Charge			15
Guaranteed Minimum Withdrawal Benefit Rider Charge			15
Premium Taxes			15
Discretionary Waivers of Charges			16
Expenses of the Portfolios			16
PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS			17
Purchase Payments			17
Investment Options—Allocations			17
Principal Guarantee Program			18
Renewal of Fixed Account Guarantee Options			18
TRANSFERS			19
Transfers			19
Automatic Transfer Programs			20
Telephone, Facsimile or Internet Transfers			21
Changes in or Termination of Automatic Transfer Programs			21
Transfer Restrictions Related to Active Trading Strategies			21
WITHDRAWALS AND SURRENDERS			22
Surrender and Withdrawals			22
Free Withdrawal Privilege			22
Long-Term Care Waiver Rider			23
Systematic Withdrawal			23
GUARANTEED LIFETIME WITHDRAWAL BENEFIT			24
Guaranteed Lifetime Withdrawal Benefit			24
Introduction			24
Rider Charge			25
Designated Subaccounts			25


Impact of the Rider on the Contract			25
Benefit Base Amount Before the Benefit Start Date			25
Rollup Base Amount			25
Reset Base Amount			26
Examples of Benefit Base Amount Calculation			26
Lifetime Withdrawals			27
Example of Impact of Excess Withdrawal on Benefits			28
Impact of Rider Benefit Payments and Charges			28
Reset Opportunities			29
Spousal Benefit			29
Impact on Outstanding Loans			30
Termination of the Rider			30
Declining the Rider			30
Additional Information about Written Requests			30
GUARANTEED MINIMUM WITHDRAWAL BENEFIT			31
Guaranteed Minimum Withdrawal Benefit			31
Introduction			31
Rider Charge			32
Designated Subaccounts			32
Impact of the Rider on the Contract			32
Benefit Base Amount			32
Minimum Withdrawals			32
Duration of Benefits			33
Example of Impact of Excess Withdrawal on Benefits			34
Impact of Rider Benefit Payments and Charges			34
Reset Opportunities			35
Impact on Outstanding Loans			35
Termination of the Rider			35
Declining the Rider			36
Additional Information about Written Requests			36
CONTRACT LOANS			36
Contract Loans			36
TERMINATION			36
Termination			36
OTHER INFORMATION			37
Reports and Confirmations			37
Householding — Revocation of Consent			37
Electronic Delivery of Required Documents			37
Legal Proceedings			37
Voting Rights			37
ANNUITY BENEFIT			38
Annuity Benefit			38
DEATH BENEFIT			39
Death Benefit			39
Death Benefit Amount			39
Death Benefit Amount (Version 1)			39
Death Benefit Amount (Version 2)			40
Example of Determination of Death Benefit Amount (Version 1 and Version 2)			41
Death Benefit Amount (Version 3)			41
Payment of Benefits			42
SETTLEMENT OPTIONS			43
Settlement Options			43
Considerations in Selecting a Settlement Option and Payment Forms			44
THE CONTRACTS			45
Right to Cancel			45
Persons With Rights Under a Contract			45
ANNUITY INVESTORS LIFE INSURANCE COMPANY^®			47


THE SEPARATE ACCOUNT			47
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS			48
FEDERAL TAX MATTERS			49
Tax Deferral on Annuities			49
Tax-Qualified Retirement Plans			49
Individual Retirement Annuities			49
Roth IRAs			50
Tax-Sheltered Annuities			50
Texas Optional Retirement Program			50
Pension, Profit–Sharing, and 401(k) Plans			50
Roth TSAs and Roth 401(k)s			50
Governmental Deferred Compensation Plans			50
Nonqualified Deferred Compensation Plans			50
Summary of Income Tax Rules			51
Required Minimum Distributions			52
CALCULATION OF BENEFIT PAYMENTS			53
Calculation of Fixed Dollar Payments			53
Calculation of Variable Dollar Payments			53
Commuted Values			53
GLOSSARY OF FINANCIAL TERMS			54
PERFORMANCE INFORMATION			55
Yield Data			55
Total Return Data			55
Other Performance Measures			55
THE REGISTRATION STATEMENT			56
STATEMENT OF ADDITIONAL INFORMATION			57
APPENDIX A: CONDENSED FINANCIAL INFORMATION			58
APPENDIX B: PORTFOLIOS			65
AIM Variable Insurance Funds			65
American Century Variable Portfolios, Inc.			66
Calamos^® Advisors Trust			67
Davis Variable Account Fund, Inc.			67
Dreyfus Portfolios			67
DWS Investments VIT Funds			68
Financial Investors Variable Insurance Trust			69
Franklin Templeton Variable Insurance Products Trust			69
Janus Aspen Series			70
Oppenheimer Variable Account Funds			71
PIMCO Variable Insurance Trust			71
Van Kampen-The Universal Institutional Funds, Inc.			71
Wilshire Variable Insurance Trust			72
APPENDIX C: TRANSFER RESTRICTIONS			74
Restrictions on Transfers; Disruptive Trading, Market Timing and Frequent Transfers			74
U.S. Mail Restrictions on Persons Engaged in Harmful Trading Practices			74
U.S Mail Restrictions on Managers of Multiple Contracts			75
Other Restrictions			75