SEC Company Response from MASSMUTUAL ASCEND LIFE INSURANCE CO (CIK 0000723258) — Jul 13, 2022
MASSMUTUAL ASCEND LIFE INSURANCE CO (CIK 0000723258)
Date: July 13, 2022 · CIK: 0000723258 · Accession: 0001193125-22-192977
AI Filing Summary & Sentiment
File numbers found in text: 333-263740
Letter
Re: Great American Life Insurance Company
Response Letter
July 13, 2022
VIA EDGAR
Commissioners
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Registration Statement on Form S-1
File No. 333-263740
Commissioners:
We are transmitting for filing under the Securities Act of 1933, as amended, a letter responding to comments with respect to the above-referenced Form S-1 Registration Statement (the “Response Letter”) for the Index Achiever Advisory Annuity and the Index Achiever Annuity contract (the “Contracts”). The Company intends to file a complete pre-effective amendment pursuant to Rule 472 under the Securities Act by July 15, 2022.
The Response Letter addresses comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in conversations that occurred on July 5, 2022 and July 7, 2022. For the Staff’s convenience, each comment is set forth in full below, followed by the Company’s response.
If the Company can be of any help in facilitating your review of these comments, please do not hesitate to contact me.
Prospectus Cover
1. Please specify on the cover page the minimum Positive Return Factors that will apply to future Indexed Strategies.
RESPONSE: The Company has made the requested revisions.
2. In the second sentence of the first paragraph after the table on page 1, please remove the word “particular”.
RESPONSE: The Company has made the requested revision.
Commissioners
July 13, 2022
Page of 6
3. Please change the end of the 7th bullet point on page 2 to indicate that “the change in the Strategy value will be -10%.”
RESPONSE: The Company has made the requested revision.
4. In the 10th bullet point on page 2, change the phrase “over the Term” to “for the Term”. Please make this change where appropriate in other parts of the prospectus.
RESPONSE: The Company has made the requested revisions.
5. Please consider removing the “Availability of Crediting Strategies” section, and any other disclosures that can reduce the length of the cover page.
RESPONSE: The Company has made the requested revision and removed disclosures that seemed less crucial to include on the cover page.
6. Please remove the 3rd bullet point on Page 3 and move the disclosure in the 4th bullet point so that it appears above the line of asterisks.
RESPONSE: The Company has made the requested revisions.
7. Please disclose that tax laws are subject to change, and it is possible that a withdrawal to pay advisory fees could be subject to federal and state income taxes, and to a 10% federal penalty tax if made before age 59 1⁄2.
RESPONSE: The Company has made the requested revision.
8. Please capitalize the first letter in each word of “account value”.
RESPONSE: The Company has made the requested revision.
Special Terms
9. Please indicate that the Company will not offer strategies in the future that have a Buffer of less than 10%, a Downside Participation Rate of more than 50%, or a Floor lower than -10%.
RESPONSE: The Company has made the requested revisions.
Summary
Indexed Strategies
10. Please disclose the minimum Caps and Upside Participation Rates.
RESPONSE: The Company has made the requested revisions.
Commissioners
July 13, 2022
Page of 6
11. Please move the index disclosures out of the Indexed Strategies subsection and into a subsequent section of the prospectus.
RESPONSE: The Company has made the requested revision.
Indexed Strategy Value Before End of Term
12. Please add a cross-reference to the more detailed disclosure about the Daily Value Percentage.
RESPONSE: The Company has made the requested revision.
Strategy Renewals and Reallocations
13. Please revise the bullet points to further clarify to which strategy the Company will apply funds when a strategy is unavailable for the next Term and no reallocation request is made.
RESPONSE: The Company has made the requested revisions.
Withdrawals to Pay Advisory Fees
14. Please replace the phrase “subject to the same rules that apply to all” with “treated like”.
RESPONSE: The Company has made the requested revision.
15. Before the last sentence in the section, please add the following sentence: “Like other withdrawals, they may reduce the Death Benefit by more than the amount withdrawn.”
RESPONSE: The Company has made the requested revision.
Risk Factors
Loss of Principal Related to Market Value Adjustment
16. Please add information to this section similar to what was provided in response to Comment 9 above.
RESPONSE: The Company has made the requested revisions.
Effect of All Withdrawals
17. In this risk factor, please explain that withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax.
RESPONSE: The Company has made the requested revision.
Commissioners
July 13, 2022
Page of 6
Unavailable Indexed Strategies
18. Please add information to this section to conform with any changes made in response to Comment 13 above.
RESPONSE: The Company has made the requested revisions.
Caps, Buffers, Floors, and Participation Rates
Caps and Upside Participation Rates
19. In the first sentence of this section, reference is made to a “Strategy”. Please change that reference to “Indexed Strategy”.
RESPONSE: The Company has made the requested revision.
20. In the third sentence of the first paragraph, please make clear that Caps and Participation Rates will be posted on the website by the close of the prior Strategy Application Date, instead of the “current” Strategy Application Date.
RESPONSE: The Company has made the requested revision.
21. In Example 2, please change “6-year Buffer Strategy” to “6-year Indexed Strategy”.
RESPONSE: The Company has made the requested revision.
Indexed Strategy Value Before End of Term
Maximum Loss Before the End of a Term
22. Please indicate that there is no set maximum loss before the end of a Term, because the Indexed Strategy value is determined using the Daily Value Percentage.
RESPONSE: The Company has made the requested revision.
Strategy Selections at Term End
Unavailable Strategies/Default Strategy
23. Please add information to these sections to conform with any changes made in response to Comment 13 above.
RESPONSE: The Company has made the requested revisions.
Commissioners
July 13, 2022
Page of 6
Availability of Strategies
24. At the end of the second sentence in the second paragraph, please add “other than the S&P 500 1-Year -10% Floor with Cap Indexed Strategy.”
RESPONSE: The Company has made the requested revision.
Cash Benefit
Withdrawals to Pay Advisory Fees
25. In the first bullet point, please explain that withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax.
RESPONSE: The Company has made the requested revision.
26. Please add the following to the end of the last bullet point: “about whether there are sufficient funds in the Declared Rate Strategy to pay those fees, and whether you should pay such fees from other assets.”
RESPONSE: The Company has made the requested revision.
Right to Cancel (Free Look)
27. Please review to ensure that the disclosures in third paragraph of this section conform with other disclosures throughout the prospectus.
RESPONSE: The Company has added clarifying language to this section.
Federal Tax Considerations
Withdrawals to Pay Advisory Fees
28. Please review to ensure that this section is consistent with the other sections of the prospectus.
RESPONSE: The Company has reviewed to ensure that this section is consistent with the other sections of the prospectus.
Commissioners
July 13, 2022
Page of 6
Examples: Impact of Withdrawals on Contract Values and Amounts Realized
29. Please revise the introduction to clarify that Examples A through D are intended to show how a withdrawal affects Indexed Strategy values, instead of Examples A through F.
RESPONSE: The Company has made the requested revision.
30. Before Example E, add disclosure to clarify that these examples are intended to illustrate how Indexed Strategy values change under different scenarios. Please also indicate that the level assumptions in Example E and F are unlikely to be true in actual experience.
RESPONSE: The Company has made the requested revisions.
The Company believes that the Response Letter addresses in full the Staff comments and respectfully requests that the Staff review the responses as soon as possible.
If you have any questions regarding the Company responses, please contact the undersigned at 513.412.1401 or at jdomaschko@gaig.com.
Sincerely,
/s/ John V. Domaschko
Show Raw Text
CORRESP 1 filename1.htm Response Letter July 13, 2022 VIA EDGAR Commissioners U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Great American Life Insurance Company Registration Statement on Form S-1 File No. 333-263740 Commissioners: We are transmitting for filing under the Securities Act of 1933, as amended, a letter responding to comments with respect to the above-referenced Form S-1 Registration Statement (the “Response Letter”) for the Index Achiever Advisory Annuity and the Index Achiever Annuity contract (the “Contracts”). The Company intends to file a complete pre-effective amendment pursuant to Rule 472 under the Securities Act by July 15, 2022. The Response Letter addresses comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in conversations that occurred on July 5, 2022 and July 7, 2022. For the Staff’s convenience, each comment is set forth in full below, followed by the Company’s response. If the Company can be of any help in facilitating your review of these comments, please do not hesitate to contact me. Prospectus Cover 1. Please specify on the cover page the minimum Positive Return Factors that will apply to future Indexed Strategies. RESPONSE: The Company has made the requested revisions. 2. In the second sentence of the first paragraph after the table on page 1, please remove the word “particular”. RESPONSE: The Company has made the requested revision. Commissioners July 13, 2022 Page 2 of 6 3. Please change the end of the 7th bullet point on page 2 to indicate that “the change in the Strategy value will be -10%.” RESPONSE: The Company has made the requested revision. 4. In the 10th bullet point on page 2, change the phrase “over the Term” to “for the Term”. Please make this change where appropriate in other parts of the prospectus. RESPONSE: The Company has made the requested revisions. 5. Please consider removing the “Availability of Crediting Strategies” section, and any other disclosures that can reduce the length of the cover page. RESPONSE: The Company has made the requested revision and removed disclosures that seemed less crucial to include on the cover page. 6. Please remove the 3rd bullet point on Page 3 and move the disclosure in the 4th bullet point so that it appears above the line of asterisks. RESPONSE: The Company has made the requested revisions. 7. Please disclose that tax laws are subject to change, and it is possible that a withdrawal to pay advisory fees could be subject to federal and state income taxes, and to a 10% federal penalty tax if made before age 59 1⁄2. RESPONSE: The Company has made the requested revision. 8. Please capitalize the first letter in each word of “account value”. RESPONSE: The Company has made the requested revision. Special Terms 9. Please indicate that the Company will not offer strategies in the future that have a Buffer of less than 10%, a Downside Participation Rate of more than 50%, or a Floor lower than -10%. RESPONSE: The Company has made the requested revisions. Summary Indexed Strategies 10. Please disclose the minimum Caps and Upside Participation Rates. RESPONSE: The Company has made the requested revisions. Commissioners July 13, 2022 Page 3 of 6 11. Please move the index disclosures out of the Indexed Strategies subsection and into a subsequent section of the prospectus. RESPONSE: The Company has made the requested revision. Indexed Strategy Value Before End of Term 12. Please add a cross-reference to the more detailed disclosure about the Daily Value Percentage. RESPONSE: The Company has made the requested revision. Strategy Renewals and Reallocations 13. Please revise the bullet points to further clarify to which strategy the Company will apply funds when a strategy is unavailable for the next Term and no reallocation request is made. RESPONSE: The Company has made the requested revisions. Withdrawals to Pay Advisory Fees 14. Please replace the phrase “subject to the same rules that apply to all” with “treated like”. RESPONSE: The Company has made the requested revision. 15. Before the last sentence in the section, please add the following sentence: “Like other withdrawals, they may reduce the Death Benefit by more than the amount withdrawn.” RESPONSE: The Company has made the requested revision. Risk Factors Loss of Principal Related to Market Value Adjustment 16. Please add information to this section similar to what was provided in response to Comment 9 above. RESPONSE: The Company has made the requested revisions. Effect of All Withdrawals 17. In this risk factor, please explain that withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax. RESPONSE: The Company has made the requested revision. Commissioners July 13, 2022 Page 4 of 6 Unavailable Indexed Strategies 18. Please add information to this section to conform with any changes made in response to Comment 13 above. RESPONSE: The Company has made the requested revisions. Caps, Buffers, Floors, and Participation Rates Caps and Upside Participation Rates 19. In the first sentence of this section, reference is made to a “Strategy”. Please change that reference to “Indexed Strategy”. RESPONSE: The Company has made the requested revision. 20. In the third sentence of the first paragraph, please make clear that Caps and Participation Rates will be posted on the website by the close of the prior Strategy Application Date, instead of the “current” Strategy Application Date. RESPONSE: The Company has made the requested revision. 21. In Example 2, please change “6-year Buffer Strategy” to “6-year Indexed Strategy”. RESPONSE: The Company has made the requested revision. Indexed Strategy Value Before End of Term Maximum Loss Before the End of a Term 22. Please indicate that there is no set maximum loss before the end of a Term, because the Indexed Strategy value is determined using the Daily Value Percentage. RESPONSE: The Company has made the requested revision. Strategy Selections at Term End Unavailable Strategies/Default Strategy 23. Please add information to these sections to conform with any changes made in response to Comment 13 above. RESPONSE: The Company has made the requested revisions. Commissioners July 13, 2022 Page 5 of 6 Availability of Strategies 24. At the end of the second sentence in the second paragraph, please add “other than the S&P 500 1-Year -10% Floor with Cap Indexed Strategy.” RESPONSE: The Company has made the requested revision. Cash Benefit Withdrawals to Pay Advisory Fees 25. In the first bullet point, please explain that withdrawals may be subject to federal and state income taxes and a 10% federal penalty tax. RESPONSE: The Company has made the requested revision. 26. Please add the following to the end of the last bullet point: “about whether there are sufficient funds in the Declared Rate Strategy to pay those fees, and whether you should pay such fees from other assets.” RESPONSE: The Company has made the requested revision. Right to Cancel (Free Look) 27. Please review to ensure that the disclosures in third paragraph of this section conform with other disclosures throughout the prospectus. RESPONSE: The Company has added clarifying language to this section. Federal Tax Considerations Withdrawals to Pay Advisory Fees 28. Please review to ensure that this section is consistent with the other sections of the prospectus. RESPONSE: The Company has reviewed to ensure that this section is consistent with the other sections of the prospectus. Commissioners July 13, 2022 Page 6 of 6 Examples: Impact of Withdrawals on Contract Values and Amounts Realized 29. Please revise the introduction to clarify that Examples A through D are intended to show how a withdrawal affects Indexed Strategy values, instead of Examples A through F. RESPONSE: The Company has made the requested revision. 30. Before Example E, add disclosure to clarify that these examples are intended to illustrate how Indexed Strategy values change under different scenarios. Please also indicate that the level assumptions in Example E and F are unlikely to be true in actual experience. RESPONSE: The Company has made the requested revisions. The Company believes that the Response Letter addresses in full the Staff comments and respectfully requests that the Staff review the responses as soon as possible. If you have any questions regarding the Company responses, please contact the undersigned at 513.412.1401 or at jdomaschko@gaig.com. Sincerely, /s/ John V. Domaschko John V. Domaschko Divisional Assistant Vice President Great American Life Insurance Company cc: John V. Domaschko, Great American Life Insurance Company John P. Gruber, Great American Life Insurance Company Dodie Kent, Eversheds Sutherland (US) LLP