Correspondence 0001104659-24-057247 from Principal Life Insurance Co Separate Account B (CIK 0000009713)
Principal Life Insurance Co Separate Account B (CIK 0000009713)
Date: May 6, 2024 · CIK: 0000009713 · Accession: 0001104659-24-057247
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275614, 333-275615, 333-276971, 811-02091
Letter
VIA EDGAR Division of Investment Management – Disclosure Review and Accounting Office File No. 333-275614 Principal Life Insurance Company Separate Account B Registration Statement on Form N-4 File Nos. 333-275615; 811-02091
Dear Mr. Oh:
Principal Life Insurance Co. (the “Company”), on behalf of itself and Principal Life Insurance Company Separate Account B (the “Variable Account”), is providing responses to comments received from the staff of the Securities and Exchange Commission (the “Commission” or “SEC”) on May 1, 2024, regarding the above-referenced registration statements (“Registration Statements”) for certain single premium deferred index-linked and variable annuity contracts titled Principal Strategic Income (the “Contract” or “PSI”). The Company previously filed on February 21, 2024, a correspondence responding to staff comments on the Registration Statements. As part of this letter, the Company has also included a marked draft of the prospectus reflecting changes made in response to the staff’s May 1, 2024 comments, as well as other changes made by the Company.
In addition, transmitted with this letter for filing with the Commission are pre-effective amendments no. 1 to the Registration Statements. The Company intends to file pre-effective amendments no. 2 on or about May 10, 2024, and request acceleration of the Registration Statements, as to be amended, pursuant to Rule 461 under the Securities Act of 1933 for no later than May 13, 2024. The Company represents that all omitted information (e.g., financial statements and certain exhibits) will be included in pre-effective amendments no. 2.
Each of the staff’s comments is set forth below in bold, and the Company’s response thereto immediately follows. Page references are to the marked copy of the prospectus that was provided to the staff on February 21, 2024 to facilitate the staff’s review.
General
1. Please confirm that revisions made in response to staff comments on the currently-effective Principal Strategic Outcomes (“PSO”) registration statement (File No. 333-276971) have been applied, as applicable, to the PSI prospectus (e.g., comments regarding Segment Lock-In).
Response: Confirmed.
2. Throughout the prospectus, when referencing reductions to the Crediting Base, please specifically reference that the reductions are proportionate in nature, where applicable, and indicate that proportionate reductions could be greater than the amount surrendered or deducted.
Response: The prospectus has been revised accordingly.
Front Cover Page
3. Referring to Comment 1 in the correspondence filing dated April 16, 2024 relating to PSO, please add the requested disclosure regarding regular withdrawals, tailored as necessary in contemplation of the standard GLWB for PSI.
Response: The prospectus has been revised accordingly.
4. In the last sentence of the third paragraph, rather than referring the reader to the entire prospectus and telling the reader to talk with their financial professional, please replace with a cross reference to the state variations appendix.
Response: The prospectus has been revised accordingly.
5. In the third paragraph following the two bullet points on p. 9, regarding maximum loss, please add disclosure indicating that the limits on Index loss currently provided under the Contract could change, but as noted below, the Company will always offer at least one Segment Option with a 10% Buffer Rate. Please also make corresponding changes throughout the prospectus, where applicable.
Response: The prospectus has been revised accordingly.
6. In the second line of the same paragraph on p. 9, please change “guaranteed limits” to “minimum limits.” Using the term “guaranteed limits” may suggest to the investor that these limits are guaranteed for the life of the Contract. Please also make corresponding changes throughout the prospectus, where applicable.
Response: The prospectus has been revised accordingly.
7. In the fifth paragraph on p. 9, which begins with “When accessing your money under the Contract…,” please delete this introductory paragraph and move the two bullet points that immediately follow this paragraph into the longer bullet point list on p. 10.
Response: The prospectus has been revised accordingly.
8. In the second-to-last bullet point on p. 9, please remove the parenthetical “(if based on Accumulated Value).” Because the death benefit amount is determined based on the greater of the Accumulated Value and the Premium Payment, the death benefit may still be indirectly impacted by the Equity Adjustment. Please also make corresponding changes throughout the prospectus, where applicable.
Response: The prospectus has been revised accordingly. Based on the staff’s comment, the Company has likewise removed similar references in relation to the Bond Adjustment.
9. In the first line of the last bullet point on p. 9, please use the defined term “Surrender.” Reference is made to Comment No. 4 in the correspondence filing dated April 16, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
10. Please add prominent disclosure regarding the Fixed Segment Option that is similar in nature to the disclosure regarding the Index-Linked Segment Options. Reference is made to Comment No. 3 in the correspondence filing dated April 25, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
11. In the introductory paragraph at the top of p. 10 that begins with “[t]he Contract is not a short-term investment…” please also include payment of the death benefit, Annuitization, deduction of the GLWB Fee, and Segment Lock-In, as they are also transactions that may be subject to Equity Adjustments and/or Bond Adjustments.
Response: The prospectus has been revised consistently with this comment. The Company did not revise to specify those transactions in the introductory paragraph, but did revise the introductory paragraph to generally reference them, as the addition of the two bullet points from p. 9 (see Comment No. 7) would otherwise result in redundancy in close proximity.
12. In the third bullet point on p. 10, please clarify that, as a result of the Equity Adjustment, a reduction to the Crediting Base may be greater than the amount surrendered or deducted.
Response: The prospectus has been revised accordingly.
13. In the second-to-last paragraph on p. 10, which begins with “[w]e reserve the right to add or remove Segment Options…,” please clarify that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate. Reference is made to Comment No. 8 in the correspondence filing dated April 16, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
Glossary
14. In the definition of “Bond Adjustment,” on p. 14, please reduce redundancy between the first four newly-added bullet points, and the second set of bullet points continuing onto p. 15.
Response: The prospectus has been revised to reduce redundancy as requested.
15. In the definition of “Equity Adjustment,” please add GLWB Fees to the list of transactions that trigger Equity Adjustments.
Response: The prospectus has been revised accordingly.
16. In the definition of “Peak Buffer Segment Option,” please add a bullet point indicating that if the negative Index Change exceeds the Buffer Rate, a loss will be applied equal to the negative Index Change in excess of the Buffer Rate.
Response: The prospectus has been revised accordingly.
17. In the definition of “Surrender,” please clarify the second sentence, perhaps by indicating that Contract fees and charges are not subject to Bond Adjustments or Surrender Charges, but may be subject to an Equity Adjustment.
Response: The prospectus has been revised accordingly. The Company has further clarified the definition by more clearly specifying that only withdrawals, Annuitization, and death benefits are “Surrenders” as defined under the Contract.
Key Information Table
18. Under “Risks,” in the “Risk of Loss” row, in the second bullet, please change “guaranteed limits” to “minimum limits.”
Response: The prospectus has been revised accordingly.
19. Under “Restrictions,” in the “Investments” row, please add the disclosure indicating that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate.
Response: The prospectus has been revised accordingly.
Overview of the Contract
20. On p. 38, in the two bullet points under “Index-Linked Segment Options”:
a. Please be more precise about the Segment Credit, and conform both bullets to the corresponding disclosure in the PSO prospectus. Reference is made to Comment Nos. 19 and 20 in the correspondence filing dated April 16, 2024 relating to PSO.
b. In the second bullet point, at the end of first line, please change “Segment Credit” to “Segment Value.”
Response: The prospectus has been revised accordingly.
21. In the fourth paragraph on p. 38, please revise such that the description of the Segment Credit calculation generally aligns with the definition of “Segment Credit.”
Response: The prospectus has been revised accordingly.
22. In the first sentence of the last paragraph on p. 38, please consider revising the first sentence regarding the Peak Buffer Segment Option for clarity. Reference is made to Comment No. 21 in the correspondence filing dated April 16, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
23. On p. 40, in the second paragraph after the bullet point at the top of the page, please change “guaranteed limits” to “minimum limits.”
Response: The prospectus has been revised accordingly.
24. With respect to footnote 1 to the table on p. 44, regarding the availability of investment options potentially varying by selling firm, please acknowledge that the staff is further considering the issue, and that the staff may have further comments or provide industry guidance in the future
Response: Acknowledged.
25. In the paragraph immediately following that table, please add the disclosure indicating that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate.
Response: The prospectus has been revised accordingly.
26. In the first line of the last paragraph on p. 47, please remove the parenthetical “(if based on Accumulated Value).”
Response: The prospectus has been revised accordingly.
27. On p. 48, under “Segment Lock-Ins,” please specifically state that an investor will not know the locked-in Equity Adjustment at the time of the request, and that an investor could lock in a negative Equity Adjustment, which could result in significant loss.
Response: The prospectus has been revised accordingly.
28. On p. 48, under “Death Benefit,” please change “GLWB” in the first line to “Contract.”
Response: The prospectus has been revised accordingly.
Principal Risks of Investing in the Contract
29. Under “Risk of Loss in Exercising Free Look,” please disclose that the Contract Accumulated Value in the Variable Account must be returned if it is greater than the Premium Payment.
Response: Reference is made to Comment 11(b) in the prior correspondence filing for PSI dated February 21, 2024. The Company respectfully declines to make the requested revision because in no case would a Contract Owner’s Accumulated Value (including the Premium Payment) be in the Variable Account at any time during the free look period, as it is not possible to be automatically transferred to the Variable Account until the end of the first Contract Year. The Accumulated Value would be in either the Initial Holding Account or the Segment Options, neither of which is subject to regulation under the Investment Company Act.
The Company represents to the staff that, should it become possible to have Accumulated Value in the Variable Account during the free look period, either because of a product design change or a change in state law free look periods, the prospectus will be supplemented or amended to include the requested disclosure.
30. On p. 57, in the third bullet point, please state that the return of the SG Smart Climate Index reflects deductions and costs that result in lower Index Values, and therefore may negatively impact the performance of the Contract. Please also make corresponding changes throughout the prospectus, where applicable.
Response: The prospectus has been revised accordingly.
31. On p. 63, please consider retaining the first paragraph of the two deleted paragraphs at the top of the page.
Response: The prospectus has been revised accordingly.
32. Under “Secure Income Protector (GLWB) Risks,” in the third and fourth lines of the first paragraph, please consider reverting to use the term “Surrender” instead of “withdrawing or Annuitizing.”
Response: The prospectus has been revised accordingly.
33. In the last paragraph on p. 66, please include GLWB Fees in the list of transactions that trigger an Equity Adjustment.
Response: The prospectus has been revised accordingly.
34. With respect to the second paragraph on p. 67 and similar disclosures throughout the prospectus, please be sure to indicate that a negative Equity Adjustment can result in significant loss, and that the Crediting Base can be reduced by more than the amount surrendered or deducted.
Response: The prospectus has been revised accordingly.
35. On p. 67, in the fourth paragraph, please change “guaranteed limits” to “minimum limits.”
Response: The prospectus has been revised accordingly.
Fees and Charges
36. On p. 91, in the first paragraph following the four bullet points, please bold the last sentence beginning with, “[i]n extreme circumstances….” Please also bold the last sentence of the first paragraph following the second set of bullet points, which also addresses maximum loss in extreme circumstances.
Response: The prospectus has been revised accordingly.
Purchasing the Contract
37. On p. 97, under “Distribution of the Contract,” please disclose the parent company of the principal underwriter and the Company.
Response: The prospectus has been revised accordingly.
Index-Linked Segment Option Mechanics
38. In the table on p. 102, in the second-to-last row, under “1-Year Segment Term” and “6-Year Segment Term,” the table should state “20% Peak Buffer (with 10% Peak Buffer Midpoint).” Reference is made to Comment No. 41 in the correspondence filing dated April 16, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
39. On p. 103, in the paragraph immediately above “Segment Credits on Segment End Date,” please add the disclosure indicating that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate. Please also state the guaranteed minimum lifetime limits on the Cap and Participation Rates.
Response: The prospectus has been revised accordingly.
40. On p. 104, with reference to the last sentence of the “Buffer Rate” paragraph, please add equivalent disclosure to the Peak Buffer paragraph thereunder. Reference is made to Comment No. 42 in the correspondence filing dated April 16, 2024 relating to PSO.
Response: The prospectus has been revised accordingly.
41. The staff reiterates its prior comment to, beginning on p. 106 under “Crediting Method Examples,” revise each example to reflect the Segment Credit after deducting GLWB Fees and the impact of corresponding Equity Adjustments. The actual calculations do not need to be shown. Include an assumption regarding the fees deducted and the relat
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CORRESP
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filename1.htm
Principal Life Insurance Company
711 High Street, Des Moines, IA 50392
515 247 5111 tel
May 6, 2024
VIA EDGAR
Sonny Oh
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management – Disclosure Review and Accounting
Office
100 F Street NE
Washington, D.C. 20549
Re: Principal Life Insurance Co.
Registration Statement on Form S-1
File No. 333-275614
Principal Life Insurance Company
Separate Account B
Registration Statement on Form N-4
File Nos. 333-275615; 811-02091
Dear Mr. Oh:
Principal Life Insurance Co. (the “Company”), on behalf
of itself and Principal Life Insurance Company Separate Account B (the “Variable Account”), is providing responses to comments
received from the staff of the Securities and Exchange Commission (the “Commission” or “SEC”) on May 1, 2024,
regarding the above-referenced registration statements (“Registration Statements”) for certain single premium deferred index-linked
and variable annuity contracts titled Principal Strategic Income (the “Contract” or “PSI”). The Company previously
filed on February 21, 2024, a correspondence responding to staff comments on the Registration Statements. As part of this letter,
the Company has also included a marked draft of the prospectus reflecting changes made in response
to the staff’s May 1, 2024 comments, as well as other changes made by the Company.
In addition, transmitted with this letter for filing with the Commission
are pre-effective amendments no. 1 to the Registration Statements. The Company intends to file pre-effective amendments no. 2 on or about
May 10, 2024, and request acceleration of the Registration Statements, as to be amended, pursuant to Rule 461 under the Securities
Act of 1933 for no later than May 13, 2024. The Company represents that all omitted information (e.g., financial statements
and certain exhibits) will be included in pre-effective amendments no. 2.
Each of the staff’s comments is set forth below in bold, and
the Company’s response thereto immediately follows. Page references are to the marked copy of the prospectus that was provided
to the staff on February 21, 2024 to facilitate the staff’s review.
General
1. Please confirm that revisions made in response to staff comments on the currently-effective Principal Strategic Outcomes (“PSO”)
registration statement (File No. 333-276971) have been applied, as applicable, to the PSI prospectus (e.g., comments regarding
Segment Lock-In).
Response:
Confirmed.
2. Throughout the prospectus, when referencing reductions to the Crediting Base, please specifically reference that the reductions
are proportionate in nature, where applicable, and indicate that proportionate reductions could be greater than the amount surrendered
or deducted.
Response:
The prospectus has been revised accordingly.
Front Cover Page
3. Referring to Comment 1 in the correspondence filing dated April 16, 2024 relating to PSO, please add the requested disclosure
regarding regular withdrawals, tailored as necessary in contemplation of the standard GLWB for PSI.
Response:
The prospectus has been revised accordingly.
4. In the last sentence of the third paragraph, rather than referring the reader to the entire prospectus and telling the reader to
talk with their financial professional, please replace with a cross reference to the state variations appendix.
Response:
The prospectus has been revised accordingly.
5. In the third paragraph following the two bullet points on p. 9, regarding maximum loss, please add disclosure indicating that the
limits on Index loss currently provided under the Contract could change, but as noted below, the Company will always offer at least one
Segment Option with a 10% Buffer Rate. Please also make corresponding changes throughout the prospectus, where applicable.
Response:
The prospectus has been revised accordingly.
6. In the second line of the same paragraph on p. 9, please change “guaranteed limits” to “minimum limits.”
Using the term “guaranteed limits” may suggest to the investor that these limits are guaranteed for the life of the Contract.
Please also make corresponding changes throughout the prospectus, where applicable.
Response:
The prospectus has been revised accordingly.
7. In the fifth paragraph on p. 9, which begins with “When accessing your money under the Contract…,” please delete
this introductory paragraph and move the two bullet points that immediately follow this paragraph into the longer bullet point list on
p. 10.
Response:
The prospectus has been revised accordingly.
8. In the second-to-last bullet point on p. 9, please remove the parenthetical “(if based on Accumulated Value).” Because
the death benefit amount is determined based on the greater of the Accumulated Value and the Premium Payment, the death benefit may still
be indirectly impacted by the Equity Adjustment. Please also make corresponding changes throughout the prospectus, where applicable.
Response:
The prospectus has been revised accordingly. Based on the staff’s comment, the Company has likewise removed similar references
in relation to the Bond Adjustment.
9. In the first line of the last bullet point on p. 9, please use the defined term “Surrender.” Reference is made to Comment
No. 4 in the correspondence filing dated April 16, 2024 relating to PSO.
Response:
The prospectus has been revised accordingly.
10. Please add prominent disclosure regarding the Fixed Segment Option that is similar in nature to the disclosure regarding the Index-Linked
Segment Options. Reference is made to Comment No. 3 in the correspondence filing dated April 25, 2024 relating to PSO.
Response:
The prospectus has been revised accordingly.
11. In the introductory paragraph at the top of p. 10 that begins with “[t]he Contract is not a short-term investment…”
please also include payment of the death benefit, Annuitization, deduction of the GLWB Fee, and Segment Lock-In, as they are also transactions
that may be subject to Equity Adjustments and/or Bond Adjustments.
Response:
The prospectus has been revised consistently with this comment. The Company did not revise to specify those transactions in
the introductory paragraph, but did revise the introductory paragraph to generally reference them, as the addition of the two bullet points
from p. 9 (see Comment No. 7) would otherwise result in redundancy in close proximity.
12. In the third bullet point on p. 10, please clarify that, as a result of the Equity Adjustment, a reduction to the Crediting Base
may be greater than the amount surrendered or deducted.
Response:
The prospectus has been revised accordingly.
13. In the second-to-last paragraph on p. 10, which begins with “[w]e reserve the right to add or remove Segment Options…,”
please clarify that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate. Reference
is made to Comment No. 8 in the correspondence filing dated April 16, 2024 relating to PSO.
Response:
The prospectus has been revised accordingly.
Glossary
14. In the definition of “Bond Adjustment,” on p. 14, please reduce redundancy between the first four newly-added bullet
points, and the second set of bullet points continuing onto p. 15.
Response:
The prospectus has been revised to reduce redundancy as requested.
15. In the definition of “Equity Adjustment,” please add GLWB Fees to the list of transactions that trigger Equity Adjustments.
Response:
The prospectus has been revised accordingly.
16. In the definition of “Peak Buffer Segment Option,” please add a bullet point indicating that if the negative Index
Change exceeds the Buffer Rate, a loss will be applied equal to the negative Index Change in excess of the Buffer Rate.
Response:
The prospectus has been revised accordingly.
17. In the definition of “Surrender,” please clarify the second sentence, perhaps by indicating that Contract fees and
charges are not subject to Bond Adjustments or Surrender Charges, but may be subject to an Equity Adjustment.
Response:
The prospectus has been revised accordingly. The Company has further clarified the definition by more clearly specifying that only withdrawals,
Annuitization, and death benefits are “Surrenders” as defined under the Contract.
Key Information Table
18. Under “Risks,” in the “Risk of Loss” row, in the second bullet, please change “guaranteed limits”
to “minimum limits.”
Response:
The prospectus has been revised accordingly.
19. Under “Restrictions,” in the “Investments” row, please add the disclosure indicating that the Company may
not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate.
Response:
The prospectus has been revised accordingly.
Overview of the Contract
20. On p. 38, in the two bullet points under “Index-Linked Segment Options”:
a. Please be more precise about the Segment Credit, and conform both bullets to the corresponding disclosure in the PSO prospectus.
Reference is made to Comment Nos. 19 and 20 in the correspondence filing dated April 16, 2024 relating to PSO.
b. In the second bullet point, at the end of first line, please change “Segment Credit” to “Segment Value.”
Response:
The prospectus has been revised accordingly.
21. In the fourth paragraph on p. 38, please revise such that the description of the Segment Credit calculation generally aligns with
the definition of “Segment Credit.”
Response:
The prospectus has been revised accordingly.
22. In the first sentence of the last paragraph on p. 38, please consider revising the first sentence regarding the Peak Buffer Segment
Option for clarity. Reference is made to Comment No. 21 in the correspondence filing dated April 16, 2024 relating to PSO.
Response:
The prospectus has been revised accordingly.
23. On p. 40, in the second paragraph after the bullet point at the top of the page, please change “guaranteed limits”
to “minimum limits.”
Response:
The prospectus has been revised accordingly.
24. With respect to footnote 1 to the table on p. 44, regarding the availability of investment options potentially varying by selling
firm, please acknowledge that the staff is further considering the issue, and that the staff may have further comments or provide industry
guidance in the future
Response:
Acknowledged.
25. In the paragraph immediately following that table, please add the disclosure indicating that the Company may not always offer a
Segment Option with a Floor, and does not guarantee a minimum Floor Rate.
Response:
The prospectus has been revised accordingly.
26. In the first line of the last paragraph on p. 47, please remove the parenthetical “(if based on Accumulated Value).”
Response:
The prospectus has been revised accordingly.
27. On p. 48, under “Segment Lock-Ins,” please specifically state that an investor will not know the locked-in Equity Adjustment
at the time of the request, and that an investor could lock in a negative Equity Adjustment, which could result in significant loss.
Response:
The prospectus has been revised accordingly.
28. On p. 48, under “Death Benefit,” please change “GLWB” in the first line to “Contract.”
Response:
The prospectus has been revised accordingly.
Principal Risks of Investing in the Contract
29. Under “Risk of Loss in Exercising Free Look,” please disclose that the Contract Accumulated Value in the Variable Account
must be returned if it is greater than the Premium Payment.
Response:
Reference is made to Comment 11(b) in the prior correspondence filing for PSI dated February 21, 2024. The Company
respectfully declines to make the requested revision because in no case would a Contract Owner’s Accumulated Value (including the
Premium Payment) be in the Variable Account at any time during the free look period, as it is not possible to be automatically transferred
to the Variable Account until the end of the first Contract Year. The Accumulated Value would be in either the Initial Holding Account
or the Segment Options, neither of which is subject to regulation under the Investment Company Act.
The Company represents to the staff that, should it become
possible to have Accumulated Value in the Variable Account during the free look period, either because of a product design change or a
change in state law free look periods, the prospectus will be supplemented or amended to include the requested disclosure.
30. On p. 57, in the third bullet point, please state that the return of the SG Smart Climate Index reflects deductions and costs that
result in lower Index Values, and therefore may negatively impact the performance of the Contract. Please also make corresponding changes
throughout the prospectus, where applicable.
Response:
The prospectus has been revised accordingly.
31. On p. 63, please consider retaining the first paragraph of the two deleted paragraphs at the top of the page.
Response:
The prospectus has been revised accordingly.
32. Under “Secure Income Protector (GLWB) Risks,” in the third and fourth lines of the first paragraph, please consider
reverting to use the term “Surrender” instead of “withdrawing or Annuitizing.”
Response:
The prospectus has been revised accordingly.
33. In the last paragraph on p. 66, please include GLWB Fees in the list of transactions that trigger an Equity Adjustment.
Response:
The prospectus has been revised accordingly.
34. With respect to the second paragraph on p. 67 and similar disclosures throughout the prospectus, please be sure to indicate that
a negative Equity Adjustment can result in significant loss, and that the Crediting Base can be reduced by more than the amount surrendered
or deducted.
Response:
The prospectus has been revised accordingly.
35. On p. 67, in the fourth paragraph, please change “guaranteed limits” to “minimum limits.”
Response:
The prospectus has been revised accordingly.
Fees and Charges
36. On p. 91, in the first paragraph following the four bullet points, please bold the last sentence beginning with, “[i]n extreme
circumstances….” Please also bold the last sentence of the first paragraph following the second set of bullet points, which
also addresses maximum loss in extreme circumstances.
Response:
The prospectus has been revised accordingly.
Purchasing the Contract
37. On p. 97, under “Distribution of the Contract,” please disclose the parent company of the principal underwriter and
the Company.
Response:
The prospectus has been revised accordingly.
Index-Linked Segment Option Mechanics
38. In the table on p. 102, in the second-to-last row, under “1-Year Segment Term” and “6-Year Segment Term,”
the table should state “20% Peak Buffer (with 10% Peak Buffer Midpoint).” Reference is made to Comment No. 41 in the
correspondence filing dated April 16, 2024 relating to PSO.
Response:
The prospectus has been revised accordingly.
39. On p. 103, in the paragraph immediately above “Segment Credits on Segment End Date,” please add the disclosure indicating
that the Company may not always offer a Segment Option with a Floor, and does not guarantee a minimum Floor Rate. Please also state the
guaranteed minimum lifetime limits on the Cap and Participation Rates.
Response:
The prospectus has been revised accordingly.
40. On p. 104, with reference to the last sentence of the “Buffer Rate” paragraph, please add equivalent disclosure to
the Peak Buffer paragraph thereunder. Reference is made to Comment No. 42 in the correspondence filing dated April 16, 2024
relating to PSO.
Response:
The prospectus has been revised accordingly.
41. The staff reiterates its prior comment to, beginning on p. 106 under “Crediting Method Examples,” revise each example
to reflect the Segment Credit after deducting GLWB Fees and the impact of corresponding Equity Adjustments. The actual calculations do
not need to be shown. Include an assumption regarding the fees deducted and the relat