SecProbe.io

December 10, 2021

VIA E-MAIL

Nicole D. Wood, Esq.
Assistant General Counsel and Assistant Secretary
RiverSource Life Insurance Company
5229 Ameriprise Financial Center
Minneapolis, MN 55474

Re: RiverSource Life Insurance Company
RiverSource Variable Life Separate Account
Initial Registration Statement on Form N-6
(File Nos. 333-260175; 811-04298)

RiverSource Life Insurance Co. of New York
RiverSource of New York Account 8
Initial Registration Statement on Form N-6
(File Nos. 333-260322; 811 -05213)

Dear Ms. Wood:

 The staff reviewed the above-referenced initial registration statements, which the
Commission received on October 12, 2021 and October 18, 2021, respectively.  The registration
statements describe interests in individual flexible premium variable life insurance policies
(RiverSource Survivorship Variable Universal Life Insurance).

The registrants requested, and the staff has given the registration statements a selective
review.  Based on our review, we have the following comments related to each filing.  Unless
specified otherwise, references to RiverSource Life Insurance Company apply equally to
RiverSource Life Insurance Co. of New York and page numbers refer to the courtesy copy of
RiverSource Variable Life Separate Account registration statement provided to the staff.  Where
a comment is made with regard to the disclosure in one location, it is applicable to all similar
disclosure appearing elsewhere in the registration statements.1

1 Capitalized terms have the same meaning as in the regist ration statement unless otherw ise indicated and suggested
wording changes to disclosure ar e generally indicated in italics.

Nicole D. Wood, Esq.
December 10, 2021
Page 2 of 12

 General

1. Please confirm that all missing information, including all exhibits, will be filed in a pre-
effective amendment to each registration statement. We may have further comments
when you supply the omitted information.
2. Please clarify supplementally whether there are any types of guarantees or support
agreements with third parties to support any policy features or benefits, or whether the Company will be solely responsible for any benefits or features associated with the Policy.

3. Please include a power of attorney that specifically authorizes the filing of the current
registration statement. At present, the registration statement incorporates by reference a
power of attorney that does not cover this specific filing. See rule 483(b) under the
Securities Act of 1933.

4. Please include the date of the filing at the top of the EDGAR facing sheet.

Cover Page

5. The second sentence of the last paragraph notes that upon cancellation, the Company
refunds either the full amount paid with the application or total Policy Value.  Please
explain how this is determined (e.g., the greater of  amount paid or Policy Value).  Please
also clarify whether any charges deducted during the free look period will be added to the
refund of Policy Value.  In addition, if true, please disclose in the national product that if
the policy is intended to replace an existing policy, the cancellation period is extended to
60 days (as noted in the New York product).
Key Terms (pages 4-5)
6. Please include a definition of "Indexed Accounts" in the Key Terms.  Please also include
a definition for the terms "Surrender" and "Partial Surrender," noting that sometimes a
partial surrender is also referred to as a withdrawal.
7. In the Specified Amount definition, please consider stating in plain English, as noted on
page 9, that the Specified Amount is the amount of life insurance coverage an Owner
wants ( i.e., the “Specified Amount” of insurance).
Key Information Table (pages 6-8)
Fees and Expenses
8. The Fees and Expenses section includes a cross reference to the Fee Tables.  Please also
include a cross reference to a location in the Statutory Prospectus where the fees and
expenses are described in more detail ( e.g., Transaction Fees and Base Policy Charges).

Nicole D. Wood, Esq.
December 10, 2021
Page 3 of 12

 Please note that cross-references in the electronic versions of the summary and statutory
prospectuses should directly link to the referenced location in the statutory prospectus.
9. In the “Charges for Early Withdrawals” information, please include the maximum
surrender charge (as a percentage of contribution/premium or amount surrendered).
Please also provide an example of the maximum surrender charge an Owner could pay
(in dollars) under the Contract assuming a $100,000 investment.  See Item 2, Instr. 2(a).
10. In the “Transaction Charges” information, please specify the riders and benefits under the
policy that impose a fee upon exercise.
11. In the “Ongoing Fees and Expenses” row of the table, please specify the applicable
optional benefits, as some optional benefits are subject to a transaction charge and others
are subject to annual charges.  Please also include narrative disclosure regarding the
ongoing fees and expenses associated with the Indexed Options ( e.g., “An investment in
an Indexed Account is also subject to an ongoing charge of 0.60%.”).
Risks
12. In the “Not a Short-Term Investment” section, in order to be consistent with the form
instruction, please lead with the second sentence, which states, “The policy is not suitable
as a short-term investment and may not be appropriate for an investor who needs ready
access to cash.”
13. When describing Risks Associated with Investment Options, please revise the disclosure
consistent with the statement required by Instruction 3.(c) to Item 2 of Form N-6.
14. For clarity, when describing Insurance Company Risks, please substitute "us" with
"RiverSource Life Insurance Company."
15. In the “Policy Lapse” section of the Risks table, please briefly reference the No-Lapse
Guarantee.  Please also consider briefly disclosing the operation of the grace period.
Restrictions
16. Please replace the sub-heading “Investment Options” with “Investments” under the
“Restrictions” heading.
17. When describing “Optional Benefits” restrictions, please identify the optional benefits in
which certain restrictions and limitations apply.  Please also identify which optional
benefits are only available at policy issuance.
18. In the “Tax Implications” section, please clarify the second bullet point to state, “If  your
policy is a modified endowment contract, you may have to pay a 10% tax penalty if you
take a withdrawal before age 59½.”

Nicole D. Wood, Esq.
December 10, 2021
Page 4 of 12

 Overview of the Policy (pages 9-10)
19. In the “Premiums” section, the disclosure states that the policy may lapse if you do not
pay the premiums needed to maintain coverage.  However, the disclosure also states that
the policy includes a No-Lapse Guarantee benefit, which, subject to certain requirements,
guarantees the policy will remain in force even if the Cash Surrender Value is insufficient
to pay the monthly deduction.  Please explain the limits of the No-Lapse Guarantee
benefit in this section or provide a cross-reference to where this is described elsewhere in
the prospectus.
20. In the “Allocation of Premiums,” the disclosure references a complete list of underlying
Funds “at the back of this document.”  Instead, please reference “Appendix A: Funds
Available Under the Contract.”
21. In the “Loans” discussion, please consider describing the purpose of loans ( i.e., to access
policy value without the taxes and surrender charges associated with withdrawals).
22. The “Optional Benefits Riders” disclosure under “Policy Features” notes the availability
of riders “varies from state to state.”  Please disclose these state variations or include a
cross reference to where these state variations are described.
Fee Table (pages 11-14)

23. Consider showing the Loan Interest Spread in the “Interest Rate on Loans” row of the
Transaction Fees table” or include a footnote disclosing that the interest rate charged on a
loan is offset by the minimum guaranteed rate of interest earned at the Fixed Account
(i.e., 1.00%) on the loan collateral.
24. In the “Periodic Charges” table, please add the title “Base Contract Charge” (or “Base
Policy Charge”).  Please also consider including the Overloan Protection Benefit and
Policy Split Option Rider in the fee table and indicating there is no additional charge.
25. In the narrative to the “Annual Portfolio Company Expenses” table, the disclosure
references a complete list of underlying Funds “at the back of this document.”  Instead, please reference “Appendix A: Funds Available Under the Contract.”

Principal Risks of Investing in the Policy (pages 15-19

26. Please disclose the risks associated with the Indexed Accounts.  For example, in cases
where the change in value of the underlying index return is not positive or the positive change in value of the underlying index is not enough to cover any fees and charges, an Owner may never receive an interest credit on amounts invested in the Indexed Accounts.  If true, please also disclose that with fees and charges, an Owner could lose more than his or her investment in the Indexed Accounts.

Nicole D. Wood, Esq.
December 10, 2021
Page 5 of 12

 Transaction Fees (pages 20-21)

27. In the sub-heading “Surrender Charge,” please revise the fourth sentence of the third
paragraph to state, if true,  “If you increase the Specified Amount, an additional maximum
Surrender Charge will apply to the additional Specified Amount added to the policy ."

28. Please also include an example to the table illustrating the maximum surrender charge
applicable to an Owner who increases the Specified Amount in a subsequent year and surrenders the policy.
The Variable Account and the Funds (pages 29-31)

29. The first sentence of the paragraph entitled “The Funds,” states that the policy currently
offers Subaccounts investing in shares of the Funds listed “in the table below.”  We note that there is no table below.  Instead, please reference “Appendix A: Funds Available Under the Contract."  Please also make this change to the last sentence of the paragraph with the heading “Volatility and volatility management risk with the managed volatility funds.”

Voting Rights (page 32)

30. Please include disclosure that an insurer can override a contract owners voting
instructions under certain limited circumstances (consistent with Rule 6e-3(b)(15)(A)(iii) and
mixed and shared funding orders).

Changes to the Variable Account (page 32)

31. With respect to the changes that can be made to the Variable Account, please state why a
change may be made.  Please also disclose who, if anyone, must approve any change
(e.g., the investor or the Commission).
The General Account (page 32)

32. According to the disclosure in the second sentence of the first paragraph, the assets held
in the general account support the guarantees under the policy, including the death
benefit.  Please clarify that the guarantees under the policy funded by the Depositor's
general account are subject to the Depositor’s claims-paying ability and financial
strength.  See Item 8(c) of Form N-6.
33. The following sentence states, “You should be aware that our general account is exposed
to many of the same risks normally associated with a portfolio of fixed-income securities
including interest rate, option, liquidity and credit risk.”  Please clarify that this is an
insurer-related risk that an Owner may experience, rather than a direct risk to the Owner.

Nicole D. Wood, Esq.
December 10, 2021
Page 6 of 12

 The Indexed Accounts (pages 33-36)

34. If true, please state that an Owner can allocate Net Premiums to the Indexed Accounts,
transfer Policy Value from the Subaccounts or the Fixed Account to the Indexed
Accounts or allocate the Segment maturity value of an Indexed Account to the Indexed
Accounts.  Please also state that amounts allocated to the Indexed Accounts become part
the Company’s general account.
35. Please disclose if there is any minimum number of Indexed Account Options that will be
made available under the policy.
36. The second paragraph under “Segment Maturity Value” of the New York version states:
“Each indexed account has a different risk and return profile and a different range of
potential outcomes. Any allocation you select should take into account your financial
objectives, time horizon and risk tolerance. You should discuss the indexed account
parameters with your registered representative to ensure you understand how they may
affect the indexed interest credited for each indexed account.”
Please also include the above disclosure in the national version.
Right to Examine Your Policy (“Free Look”) (page 38)
37. According to the disclosure, an Owner will receive a full refund of all premiums paid
under the “Free Look” provision.  However, the Cover Page states that an Owner will
receive either a full refund of the amount paid with the application or total Policy Value.
Please reconcile the apparent inconsistency.
Premiums (pages 38-39)
38. Please state the minimum initial and subsequent premiums required.  If these minimums
are the same as the required premium to keep the NLG in effect, please clarify this point.
Keeping the Policy in Force (pages 40-41)
39. With respect to the grace period, the last sentence of the second paragraph on page 41
states, “If the youngest Insured dies during the grace period, we will deduct any overdue
monthly deductions from the death benefit.”  Please also explain what happens if the
oldest insured dies during the grace period.
40. The last sentence of the penultimate paragraph of this section states that, with respect to a
reinstated policy, surrender charges will also be reinstated.  Please clarify whether this
means that a new schedule of surrender charges will apply or whether the original
surrender charge schedule will continue as of the date of the lapse.

Nicole D. Wood, Esq.
December 10, 2021
Page 7 of 12

 Proceeds Payable Upon Death (Pages 41-44)
41. In the second bullet point in the “Change in Death Benefit Option” section, please specify
the optional insurance benefits whose charges are affected by an increase or decrease in
Specified Amount resulting from a change in in the death benefit option.  This comment
is also applicable to the second bullet point in the “Changes in Specified Amount” section
related to both the effect on an increase and decrease in the Specified Amount on policy
costs.

Other Benefits Available Under the Contract (page 45)

42. Please change the heading title of the first column to “Name of Benefit.”

43. The fourth bullet point related to the Accounting Value Increase Rider states, “Surrender
Charges will not be waived if the policy is being surrendered in exchange for a new
insurance policy or contract.”  Does this include an exchange under the PSO?  If so,
please disclose.

44. Please include the Automated Transfers, Automated Dollar-Cost Averaging, Asset
Rebalancing and Policy Value Credit in the table of "Other Benefits Available Under the
Contract."

Additional Information About Optional Benefits (pages 45-47)

45. Please include one or more examples illustrating the operation of each benefit in a clear,
concise, and understandable manner.  If the description of the benefit is clear enough
without the need for an example (e.g., the automatic transfer programs) a standalone
example would not be necessary.  For others, particularly where calculations are
involved, examples should be provided.  See Instruction to Item 11.

Four-Year Term Insurance Rider (FYT)

46. The fourth sentence of the first paragraph states, “The rider is not available if either
Insured is uninsurable.”  Please explain how each insured can be insurable to purchase
the policy, but yet potentially uninsurable to select the FYT at issue.

Policy Split Option Rider (PSO)

47. Please explain supplementally to the staff why this rider is an optional rider and must be
selected at issue when there is only a charge for this rider