Athene® Amplify 2.0 NF

    This prospectus describes the Athene® Amplify 2.0 NF Single Purchase Payment Index-Linked Deferred Annuity Contract (the Contract) issued by Athene Annuity and Life Company (the Company, we or us) that is designed for retirement or other long-term investment purposes. The Company does not allow additional Purchase Payments after the initial Purchase Payment. Contracts under this prospectus are no longer available for sale.

•Each Point-to-Point, Milestone Lock, and Performance Blend Segment Option has a Cap Rate, which limits the maximum positive index performance that may be reflected in the Segment Credit. We guarantee that Cap Rates will never be less than 1% for an Index-Linked Segment Option with a 1-year Segment Term Period, 2% for an Index-Linked Segment Option with a 2-year Segment Term Period, and 6% for an Index-Linked Segment Option with a 6-year Segment Term Period.

    Segment Options: Segment Options include Index-Linked Segment Options and the Fixed Segment Option available under your Contract. Each Segment Option will have a Segment Term Period. Each Point-to-Point, Milestone Lock, and Performance Blend Segment Option will also have a Reference Index, a Cap Rate, a Participation Rate, and a Buffer Rate. The Performance Blend Segment Option will also have Index Allocation Percentages. Milestone Lock Segment Options will also have a Milestone Threshold and Observation Dates. The Segment Options available on the first Segment Start Date following your Contract Date will be shown on the Contract Schedule.

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

    Athene® Amplify 2.0 NF is a Single Purchase Payment Index-Linked Deferred Annuity Contract that is designed for retirement or other long-term investment purposes. It is intended for long term investment purposes and is designed for investors who are looking for a level of protection for their principal, while providing potentially higher returns than are available from traditional fixed annuities. This Contract is not intended for someone who is seeking complete protection from downside risk or for investors who plan to take Withdrawals in excess of the

Each Index-Linked Segment Option will have a Cap Rate and a Participation Rate. If the Index Change is 12%, a 4% Cap Rate with a 100% Participation Rate will limit the positive Segment Credit to the Cap Rate of 4%, which is the Cap Rate multiplied by the 100% Participation Rate. We guarantee that Cap Rates will never be less than 1% for 1-year Segment Options, less than 2% for 2-year Segment Options and 6% for 6-year Segment Options. We guarantee that Participation Rates will never be less than 100% for all Segment Options.

FEES, EXPENSES

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Are There Charges or Adjustments for Early Withdrawals?

Yes. If you surrender your Contract or make a partial Withdrawal from the Contract greater than the Free Withdrawal amount during the first six Contract Years, you will be assessed a Withdrawal Charge of up to 8% of the Contract Value withdrawn less the Free Withdrawal amount. For example, if you make a withdrawal of $100,000 in the first Contract Year, you could pay a withdrawal charge of up to $8,000. This loss will be greater if there is a negative adjustment to the Interim Value, taxes, or tax penalties. If you make a Withdrawal from your Contract, including a partial Withdrawal, Surrender, payment of a Death Benefit, annuitization, or exercise a Performance Lock, your Contract Value may be subject to an Equity Adjustment. Amounts withdrawn from any Segment Option during the first six Contract Years will be subject to an Interest Adjustment. In extreme situations you could lose up to 100% of your Segment Value due to a negative Interest Adjustment on money allocated to an Index-Linked Segment Option.. For example, if you allocate $100,000 to a 2-year Index-Linked Segment Option and during the first six Contract Years withdraw the entire amount before the 2-year Segment Term Period has elapsed, you could lose up to $100,000 due to a negative Interest Adjustment. This loss will be greater (but never more than 100% of your investment) if you also pay a Withdrawal Charge, taxes or tax penalties. In extreme circumstances you could also lose up to 100% of your Segment Value due to a negative Equity Adjustment on money allocated to an Index-Linked Segment Option. For example, if you allocate $100,000 to a 2-year Index-Linked Segment Option and during the first six Contract Years withdraw the entire amount before the 2-year Segment Term Period has elapsed, you could lose up to $100,000 due to a negative Equity Adjustment. This loss will be greater (but never more than 100% of your investment) if you also pay a Withdrawal Charge,taxes or tax penalties.

Fee Table Charges and Adjustments – Withdrawal Charges Charges and Adjustments – Interest Adjustment Charges and Adjustments –Equity Adjustment; Appendix B - Segment Interim Value Examples Appendix C - Performance Lock Examples

Are There Transaction Charges?

No. The Contract does not impose any front-end load or charge on transfers between investment options.

N/A

Are There Ongoing Fees and Expenses?

Yes. There is an implicit ongoing fee on the Index-Linked Segment Options to the extent that your participation in index gains is limited by the Cap Rate or a Performance Lock that may be exercised for each Point-to-Point, Milestone Lock, and Performance Blend Segment Option. This means that your returns may be lower than index gains. In return for accepting this limit on index gains, you will receive some protection from index losses. This implicit fee is not reflected in the table below.

Fee Table

RISKS

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Is There a Risk of Loss from Poor Performance?

Yes. You could lose money by investing in the Contract. Currently, each Index-Linked Segment Option offered has a Buffer Rate of 10% or 20%. This means you could lose up to 90% of the amount you invest in an Index-Linked Segment Option with a 10% Buffer Rate due to poor investment performance, and up to 80% with a 20% Buffer Rate. For currently offered Index-Linked Segment Options, the Buffer Rate will always be at least 10%. For any future Index-Linked Segment Options offered under this Contract, the Buffer Rate will always be at least 5%. With a 5% Buffer Rate, you could lose up to 95% of the amount you invest in an Index-Linked Segment Option due to poor investment performance.

Principal Risks of Investing in the Contract - Risk of Loss

Is this a Short-Term Investment?

No. The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash because the Contract is designed to provide for the accumulation of retirement savings and income on a long-term basis. As such, you should not use the Contract as a short-term investment. Withdrawals may be subject to a Withdrawal Charge, federal and state income taxes and tax penalties. Withdrawals from an Index-Linked Segment Option before the Segment End Date may also be subject to a negative Equity Adjustment and Withdrawals taken from any Segment Option during the first six Contract Years may be subject to a negative Interest Adjustment. Segment Value in an Index-Linked Segment Option will be re-allocated following the Segment End Date according to your instructions. Any amounts withdrawn will also reduce your future growth potential from positive index performance because any subsequent positive Segment Credits will be lower due to the reduction in the Contract Value. If you want to transfer the Segment Value to one or more Segment Options, you must notify us at least two Business Days prior to the next Segment Start Date. If you do not request a transfer of Segment Value on the Segment End Date, your Segment Value will remain in the same Segment Option(s), subject to new Cap Rates, Participation Rates and Annual Interest Rates. If you exercise a Performance Lock and do not instruct us otherwise, transfers between Segment Options at the next Segment End Date will be governed by the default re-allocation rules. Please see the “Performance Lock” section for more information.

Principal Risks of Investing in the Contract - Liquidity Risk

What Are the Risks Associated with the Investment Options?

An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Reference Index for the Index-Linked Segment Options under the Contract. Each Segment Option, including the Fixed Segment Option, will have its own unique risks. You should review the Segment Options before making an investment decision. For investments in a Point-to-Point, Milestone Lock, and Performance Blend Segment Option, the Cap Rate will limit positive index performance (e.g., limited upside). For example, if an Index-Linked Segment Option has a Cap Rate of 8% and the Index Change is 12%, the Segment Credit on the Segment End Date would be 8%. In addition, if you exercise the Performance Lock provision on an Index-Linked Segment Option, you will not participate in any positive index performance that occurs following the application of the Performance Lock. As a result, you may earn less than the index gain. For investments in an Index-Linked Segment Option, the Buffer Rate will limit negative returns (e.g., limited protection in the case of market decline). For example, if the Index-Linked Segment Option has a Buffer Rate of 10% and the Index Change is −25%, we will absorb the first 10% of negative index performance, and the Segment Credit will be -15% (the remaining amount of the negative index performance) on the Segment End Date; and Each Reference Index other than the Shiller Barclays CAPE® Index is a price return index, not a total return index, and therefore does not reflect dividends paid on the securities composing the Reference Index. This will reduce the Index Change and will cause the Reference Index to underperform a direct investment in the securities composing the Reference Index. The returns on the Shiller Barclays CAPE® Index are net of a 0.95% annualized fee, which will cause the index to underperform a direct investment in securities composing the index.

Principal Risks of Investing in the Contract

What Are the Risks Related to the Insurance Company?

An investment in the Contract is subject to risks related to the Company. Any payment obligations under the Contract, including the Index-Linked Segment Options and the Fixed Option, guarantees and benefits, are subject to the Company’s claims-payment ability. You may obtain more information about the Company’s financial strength by contacting us at (888) 266-8489.

Principal Risks of Investing in the Contract - Our Financial Strength and Claims Paying Ability

RESTRICTIONS

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Are There Restrictions on the Investment Options?

Yes. You cannot transfer out of an Index-Linked Segment Option to another Segment Option prior to the Segment End Date. If you do not want to remain in an Index-Linked Segment Option until the Segment End Date, your only options are to exercise a Performance Lock, make a Withdrawal out of an Index-Linked Segment Option, or surrender the Contract. The amount you would receive would be based on the Interim Value. For Withdrawals and surrenders, Withdrawal Charges may also apply. We will notify you of the Cap Rate and Participation Rate for the new Segment Term Period for each Index-Linked Segment Option at least 15 days prior to the Segment End Date of the prior Segment Term Period. You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend and Milestone Segment Options are available only with a six-year Segment Term Period. Six-year Segment Option are not available for renewal Two-year Segment Options are not available for renewal after the first six Contract Years. Segment Options available beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. If you do no request a transfer or withdraw the Segment Value, Segment Options with six-year and two-year Segment Term Periods ending on or after the last day of the Withdrawal Charge Period will follow the default re-allocation rules noted in Appendix A. If the publication of a Reference Index is discontinued or the calculation of the Index is substantially changed, we have the right to substitute an alternative index prior to the Segment End Date. If we substitute an index for an existing Index-Linked Segment Option during a Segment Term Period, we will not change the Buffer Rate, Cap Rate or the Participation Rate. We will attempt to choose a new index that has a similar objective and risk profile to the existing Reference Index.

The Insurance Company and Investment Options - The Segment Options Principal Risks of Investing in the Contract -Discontinuation or Substitution of an Index

Are There Any Restrictions on Contract Benefits?

Yes. •There are restrictions and limitations relating to benefits offered under the Contract (Death Benefit, Free Withdrawals, Required Minimum Distributions, Performance Lock, Confinement Waiver, Terminal Illness Waiver). •Except as otherwise provided in the prospectus, the Confinement Waiver, Terminal Illness Waiver, and Guaranteed Minimum Death Benefit may not be terminated by the Company. Please see the “Confinement Waiver”, “Terminal Illness Waiver”, and “Death Benefit” sections for information about actions that can cause these benefits to terminate. •Withdrawals will reduce the Death Benefit, perhaps by more than the amount withdrawn.

Benefits Available Under the Contract Appendix D -State Variation Chart

TAXES

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What are the Contract’s Tax Implications?

You should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the Contract. Withdrawals will be subject to ordinary income tax and may be subject to tax penalties. Generally, you are not taxed until you make a Withdrawal from the Contract. There is no additional tax benefit to the investor if the Contract is purchased as a Qualified Contract.

Taxes

CONFLICTS OF INTEREST

Location in Prospectus

How are Financial Professionals Compensated?

Some financial professionals may receive compensation for selling the Contract to you, both in the form of commissions and in the form of production incentives as explained in the “Distribution” section. Financial professionals may also receive additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). This conflict of interest may influence the financial professional to recommend this Contract over another investment.

Other Information - Distribution

Should I Exchange My Contract?

Some financial professionals may have a financial incentive to offer a new contract in place of the one you already own. You should only exchange your Contract if you determine, after comparing the features, fees, and risks of both contracts, that it is preferable to purchase the new contract rather than continue to own your existing Contract.

Other Information - Distribution

Annual Contract Expenses
Administrative Expenses			None
Base Contract Expenses (as a percentage of average account value or Contract Value)			None
Optional Benefit Expenses (as a percentage of benefit base or other (e.g., average account value)			None

    If you exercise your right to cancel, the Contract will terminate and we will refund your Purchase Payment less any Withdrawals, unless applicable state or federal law requires otherwise. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply if you exercise your right to cancel your Contract during this period. Surrendering the Contract during the Right to Cancel Period could have tax consequences. Please consult with your Financial Professional and/or tax advisor for more information.

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

A is the Segment Value as of the previous day;

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

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

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

    The Buffer Rate establishes the amount of negative index performance that we will absorb before we apply a negative Segment Credit to the Segment Value on a Segment End Date. For the Point-to-Point Crediting Method, a negative Segment Credit will apply for any negative Index Change in excess of the Buffer Rate. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Index Change that is used to calculate the Segment Credit percentage may be as high as 90%, which could lead to substantial loss of principal and previously credited Segment Credits. Any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the below examples for a demonstration of the mechanics of the Point-to-Point Crediting Method.

•Cap Rate = 50%

•Participation Rate = 120%

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

    The Buffer Rate establishes the amount of negative Aggregate Index Change that we will absorb before we apply a negative Segment Credit to the Segment Value on a Segment End Date. For the Performance Blend Crediting Method, a negative Segment Credit will apply for any negative Aggregate Index Change in excess of the Buffer Rate. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Aggregate Index Change that is used to calculate the Segment Credit percentage may be as high as 90%, which could lead to substantial loss of principal and previously credited Segment Credits. Any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the below examples for a demonstration of the mechanics of the Performance Blend Crediting Method.

    Theoretically, for a Segment Option using the Milestone Lock Crediting Method with a 10% Buffer Rate, the negative Milestone Index Change that is used in the Segment Credit percentage may be as high as 90%, which could lead to a substantial loss of principal and previously credited Segment Credits. Any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the examples below for a demonstration of the mechanics of the Milestone Lock Crediting Method.
    

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

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

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

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

Example 9 - Effect of a Free Withdrawal on the Net Withdrawal
Equity Adjustment Factor			-16.89%
Interest Adjustment Factor			2.77%
Contract Value on the previous Contract Anniversary			$	100,000.00
Immediately Before Withdrawal
Segment Value			$	100,000.00
Total Equity Adjustment			$	(16,890.00)		1
Total Interest Adjustment			$	2,770.00		2
Segment Interim Value			$	85,880.00
Withdrawal
Withdrawal Amount			$	10,000.00
Equity Adjustment attributable to the Withdrawal			$	(1,689.00)		3
Interest Adjustment attributable to the Withdrawal			$	277.00		4
Withdrawal Charge			$	—
Net Withdrawal Amount paid to Owner			$	8,588.00
Immediately After Withdrawal
Resulting Segment Value			$	90,000.00

(1)    Total Equity Adjustment = 100,000 x -16.89% = (16,890.00)

(2)    Total Interest Adjustment = 100,000 x 2.77% = 2,770.00

Example 10 - Effect of a Required Minimum Distribution on the Net Withdrawal
Equity Adjustment Factor			-16.89%
Interest Adjustment Factor			2.77%
Contract Value on the previous Contract Anniversary			$	100,000.00
Immediately Before Withdrawal
Segment Value			$	100,000.00
Total Equity Adjustment			$	(16,890.00)		1
Total Interest Adjustment			$	2,770.00		2
Segment Interim Value			$	85,880.00
Withdrawal
Required Minimum Distribution			$	12,000.00
Free Withdrawal Amount			$	10,000.00
Equity Adjustment attributable to the Withdrawal			$	(2,026.80)		3
Interest Adjustment attributable to the Withdrawal			$	332.40		4
Withdrawal Charge			$	—
Net Withdrawal Amount paid to Owner			$	10,305.60
Immediately After Withdrawal
Remaining Free Withdrawal			$	—
Resulting Segment Value			$	88,000.00

(1)    Total Equity Adjustment = 100,000 x -16.89% = (16,890.00)

(2)    Total Interest Adjustment = 100,000 x 2.77% = 2,770.00

    Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary.

Example 15 - Effect of a Withdrawal on the Segment Interim Value
Equity Adjustment Factor			-16.89%
Interest Adjustment Factor			2.77%
Contract Value on the previous Contract Anniversary			$	100,000.00
Immediately Before Withdrawal
Segment Value			$	100,000.00
Total Equity Adjustment			$	(16,890.00)		1
Total Interest Adjustment			$	2,770.00		2
Segment Interim Value			$	85,880.00
Withdrawal
Withdrawal Amount			$	20,000.00
Equity Adjustment attributable to the Withdrawal			$	(3,378.00)		3
Interest Adjustment attributable to the Withdrawal			$	554.00		4
Withdrawal Charge			$	(800.00)		5
Net Withdrawal Amount paid to Owner			$	16,376.00
Immediately After Withdrawal
Resulting Segment Value			$	80,000.00