SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 Securian Financial Group, Inc.

400 Robert Street North

 St. Paul, MN 55101-2098

651-665-3500

securian.com

 April 28, 2022

Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-4644

Re:
 Minnesota Life Insurance Company

Minnesota Life Variable Annuity Account

File Numbers: 333-212515 and 811-04294

Dear Commissioners:

 On behalf of Minnesota Life Insurance
Company (the “Company”) and Minnesota Life Variable Annuity Account, we are filing this letter as correspondence to the Form N-4 registration statement referenced above (the “Registration
Statement”). The letter responds to verbal comments received by the Company from the staff of the Securities and Exchange Commission (“SEC”) on April 7, 2022, and April 18, 2022, and provides supplemental information
regarding changes the Company is making to the Variable Annuity Contract (the “Contract”) described in the prospectus to the Registration Statement. Those changes will be disclosed in a prospectus included in post-effective amendment
No. 16 to the Registration Statement.

 As a threshold matter, the Contract is not designed as a typical advisor fee annuity described in the
SEC’s public comment letter dated April 6, 2021, and it does not contain all the features discussed in the various private letter rulings issued by the Internal Revenue Service. Specifically, the Contract does not provide for the payment
of the advisory fee directly from the Contract value and the Company has not developed system capabilities to directly transfer such fees to advisors. Consequently, no separate advisory fee authorization agreement among the Company, contract owner
and financial advisor exists. Although a contract owner may choose to take a withdrawal from the Contract value and subsequently pay the advisory fee from such proceeds, such withdrawal is treated as any other withdrawal under the Contract. The
following responses to the SEC Staff’s comments reflect the fact that although the Contract is sold through registered investment advisors, the Contract is not designed as a typical advisor fee annuity because it does not provide for the
deduction of the advisory fee directly from the Contract value.

 1

 Below are responses to the SEC Staff’s comments. For the SEC Staff’s convenience, each of the SEC
Staff’s comments is set forth below, and then the response follows.

 * * * * * * * * *

1. General Comment.

 Since the Contract is
available through third-party financial intermediaries who charge an advisory fee for their services, there are a number of comments that should be addressed in the referenced public comment letter (see pages
3-5 of the referenced letter).

 https://www.sec.gov/Archives/edgar/data/1048606/000000000021005342/filename1.pdf

 Response:

 The Company acknowledges the comments in
the public comment letter dated April 6, 2021, and has addressed most of those disclosure issues as set forth in the remainder of this response to the SEC Staff comments.

2. Key Information Table

 The Key Information Table
should contain active hyper-links to the cross-referenced sections of the statutory prospectus.

 Response:

The Company has updated the Key Information Table to include active hyper-links to the cross-referenced sections of the statutory prospectus.

3. Cover Page.

 Please include a disclosure stating that
the Contract is available through third-party financial intermediaries who charge an advisory fee for their services and that this fee is in addition to the Contract fees and expenses.

Response:

 The Company has revised the first sentence of
the Cover Page to read as follows:

 “This Prospectus describes an individual, flexible payment, Variable Annuity Contract (“the
Contract”) offered to purchasers who pay periodic fees for brokerage/advisory services instead of sales charges. Any fee that is charged by your financial professional is in addition to the fees and expenses that apply to your Contract
described in this prospectus. Although a contract owner may choose to take a withdrawal from the Contract value and subsequently pay the

 2

advisory fee from such proceeds, the Contract does not provide for a mechanism for the direct payment of the advisory fee from the Contract Value to your financial professional. Any withdrawal
taken by you to pay the advisory fee is treated the same as any other withdrawal under the Contract.”

 4. Cover Page.

If applicable, the SEC Staff notes that if a Contract owner elects to pay the advisory fee from his or her Contract value, then this deduction may reduce the
death benefits and other guaranteed benefits available under the Contract and may be subject to federal and state income taxes and a ten percent (10%) federal income tax penalty.

Response:

 The Company acknowledges the SEC Staff comment
and has added an additional disclosure as a new second paragraph to the Cover page to read as follows:

 “If you elect to take a
withdrawal to pay the advisory fee from your Contract Value, then this deduction may reduce the death benefits and other guaranteed benefits available under the Contract, and such deduction may be subject to federal and state income taxes and a ten
percent (10%) federal income tax penalty.”

 5. Key Information Table – Transaction Charges.

If applicable, the SEC Staff notes that if an advisor charges a flat fee for investment advice, please modify the disclosure to state that advisory charges
also may be deducted from the Contract value to pay financial intermediaries.

 Response:

The Contract is not designed to provide a mechanism for the deduction of the advisory fee directly from the Contract value, although a Contract owner may take
an ordinary withdrawal and subsequently pay the advisory fee from such withdrawal. No separate advisory fee authorization agreement among the Company, contract owner and financial advisor exists and there is no direct mechanism exists to pay an
advisory fee from the Contract value. Therefore, the Company respectfully declines to add the requested disclosure.

 6. Key Information
Table – Ongoing Charges and Expenses.

 Please modify the legend that ongoing fees and expenses do not reflect any advisory fees paid to financial
intermediaries from the Contract value or other assets of the owner, and clarify that if such expenses were reflected, the ongoing fees and expenses would be higher.

 3

 Response:

The Company has added the following to the end of the legend in the Ongoing Charges and Expenses row of the Key Information Table:

“These fees and expenses do not reflect any advisory fees paid to financial intermediaries from the Contract Value or other assets of the
Contract owner; if such charges were reflected, the fees and expenses would be higher.”

 7. Key Information Table – Ongoing
Charges and Expenses.

 Please add “or advisory fees” to both bullets reading “No sales charges.”

Response:

 The Company has added “or advisory
fees” to both bullets to now read “No sales charges or advisory fees.”

 8. Key Information Table – Optional Benefits.

 Please include a disclosure stating that if a Contract owner elects to pay the advisory fee from his or her Contract value, then this deduction may
reduce the death benefits and other guaranteed benefits available under the Contract and may be subject to federal and state income taxes and a ten percent (10%) federal income tax penalty.

Response:

 The Company has added an additional paragraph
to the Optional Benefits section of the Key Information Table to read as follows:

 “If you elect to take a withdrawal to pay the
advisory fee from your Contract Value, then this deduction may reduce the death benefits and other guaranteed benefits available under the Contract, and such deduction may be subject to federal and state income taxes and a ten percent (10%) federal
income tax penalty. Please see the section titled ‘Federal Tax Status’ for more information.”

 9. An Overview of Contract
Features – Contract Features.

 Please include a disclosure stating that if a Contract owner elects to pay the advisory fee from his or her
Contract value, then this deduction may reduce the death benefits and other guaranteed benefits available under the Contract and may be subject to federal and state income taxes and a ten percent (10%) federal income tax penalty.

Response:

 The Company has added an additional paragraph
at the end of the Contract Features sub-section to read as follows:

 4

 “If you elect to take a withdrawal to pay the advisory fee from your Contract Value, then
this deduction may reduce the death benefits and other guaranteed benefits available under the Contract, and such deduction may be subject to federal and state income taxes and a ten percent (10%) federal income tax penalty.”

10. An Overview of Contract Features – Contract Features.

Please include a disclosure directing readers to the Material Contract Variations by State section of the prospectus for additional information regarding
material state variations.

 Response:

 The Company
has added an additional second sentence to the second paragraph of the Contract Features sub-section to read as follows:

“Please see the section titled ‘Material Contract Variations by State’ for more information.”

11. Fee Table – Narrative Description.

Please include a disclosure in the introductory narrative stating that the fees and expenses disclosed in the Fee Table do not reflect any advisory fees paid
to financial intermediaries from the Contract value or assets of the Contract owner, and if such charges were reflected, the fees and expenses would be higher.

Response:

 The Company has added an additional second
paragraph in the introductory narrative preceding the Fee Table to read as follows:

 “The fees and expenses described in the tables do
not reflect any advisory fees paid to financial professionals from the Contract Value or other assets of the Contract Owner; if such charges were reflected, the fees and expenses would be higher.”

12. Fee Table – Expense Example.

Please include a disclosure in the expense example stating that the fees and expenses disclosed in the table do not reflect any advisory fees paid to financial
intermediaries from the Contract value or assets of the Contract owner, and if such charges were reflected, the fees and expenses would be higher.

 5

 Response:

The Company has added an additional second paragraph to the expense example to read as follows:

“These fees and expenses described in the Example do not reflect any advisory fees paid to financial professionals from the Contract Value
or other assets of the Contract Owner; if such charges were reflected, the fees and expenses would be higher.”

 13. Fee Table –
Expense Example.

 Please include a completed expense example for review by the SEC Staff.

Response:

 The Company has included completed expense
example in the blacklined copy of the Registration Statement included herewith.

 14. Principal Risks of Investing in the Contract.

 Please include a narrative description stating that if a Contract owner elects to pay the advisory fee from his or her Contract value, then this deduction
may reduce the death benefits and other guaranteed benefits available under the Contract and may be subject to federal and state income taxes and a ten percent (10%) federal income tax penalty.

Response:

 The Company has added an additional risk
disclosure at the end of the Principal Risks of Investing in the Contract Section to read as follows:

 “Risks Associated with
Advisory Fee: If you elect to take a withdrawal to pay the advisory fee from your Contract Value, then this deduction may reduce the death benefits and other guaranteed benefits available under the Contract, and such deduction may be subject to
federal and state income taxes and a ten percent (10%) federal income tax penalty.”

 15. Contract Charges and Fees.

For each of the charges and fees listed in this section, please disclose the basis on which the fee is calculated. The prospectus should disclose how and when
the fee will be deducted. Also, please provide a brief discussion of the advisory fee authorization agreement between the issuer and Contract owner including how the contract owner may terminate the agreement. Finally, if the advisory fees are
deducted from the Contract, include general account options, and when describing the calculation of the fixed account, the deduction of advisory fees should be explained.

 6

 Response:

Both the Base Contract Expense and the Administrative Charge are deducted daily at an annual rate of 0.15% of the net asset value of the Variable Annuity
Account. The blacklined copy of the Registration Statement included herewith reflects when those two fees are deducted, and all other charges and fees listed in this section disclose the basis on which the fee is calculated and how and when such
fees are deducted.

 The Contract does not provide for the payment of the advisory fee directly from the Contract value, and no separate advisory fee
authorization agreement among the Company, contract owner and financial advisor exists.

 The Company has added a second paragraph to the Contract Charges
and Fees – Deferred Sales Charge sub-section explaining how withdrawals used to pay the advisory fee affect the variable and fixed account options.

“Unless you tell us otherwise, withdrawals (including systematic withdrawals and withdrawals used to pay any advisory fee) will be made
from the Variable Annuity Account and any amounts in the DCA Fixed Account on a Pro-Rata Basis. Your Contract Value will be reduced by the amount of your withdrawal and any applicable DSC.”

16. Modification and Termination of the Contract.

In the Termination section, please clarify if there are any carveouts for the MyPath riders since the purpose of these riders is to continue payments once the
contract value is exhausted.

 Response:

 The Company
has revised the third bullet of the second paragraph of the Modification and Termination of the Contract section to read “subject to the MyPath Lifetime Income optional riders, which offer a guaranteed lifetime withdrawal benefit, the Contract
Value of the contract is less than $2,000.” .

 17. Material Contract Variations by State.

Please confirm that the only material contract state variation is the Deferred Sales Charge in California.

Response:

 The Company has added a disclosure stating
that in Montana, the Contract is issued on a unisex basis and all annuitization rates will be calculated on a unisex basis. The Company confirms that the California and Montana variations listed in the Material Contract Variations by State table are
the only two material state variations under the Contract.

 7

 18. Death Benefits – Before Annuity Payments Begin.

Please disclose the impact of withdrawals on the various optional benefit riders.

Response:

 The Company has added a second sentence to the
second paragraph of the Death Benefits – Before Annuity Payments Begin sub-section to read as follows:

“If you elect to take a withdrawal to pay the advisory fee from your Contract Value , then this deduction will be treated as a withdrawal
and may significantly reduce the death benefits available under the Contract.”

 Numerical examples illustrating the impact of withdrawals used to pay
the advisory fee on the various optional benefit riders are provided in Appendix I attached hereto and are reflected in the blacklined copy included herewith.

19. MyPath Lifetime Income Optional Riders.

Please provide a short narrative description of each MyPath Lifetime Income rider for purposes of distinguishing between the various riders.

Response:

 The Company has added a second, third and
fourth additional sentences to the second full paragraph of the MyPath Lifetime Income Optional Riders section to read as follows:

“In general, MyPath Edge is designed for Owners who plan to wait between zero