SEC Company Response from Athene Annuity & Life Co (CIK 0000837332) — Feb 11, 2026
Athene Annuity & Life Co (CIK 0000837332)
Date: Feb. 11, 2026 · CIK: 0000837332 · Accession: 0000837332-26-000004
AI Filing Summary & Sentiment
File numbers found in text: 333-291754
Letter
VIA EDGAR Division of Investment Management 100 F Street, NE Washington, D.C. 20549-4644 Re: Athene Annuity and Life Company Initial Registration Statement on Form N-4 (File No. 333-291754)
Dear Ms. Dubey:
On behalf of Athene Annuity and Life Company (the “Company”), I am responding to comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on the above referenced Registration Statement for certain single purchase payment index-linked deferred variable annuity contracts (the “Contracts”) under the Securities Act of 1933.
Each Staff comment is set forth below, followed by the Company’s response. I will email you a redline of the changes against the one filed November 24, 2025. Unless otherwise noted, page references below are with respect to prospectus page numbers (not PDF page numbers) from the Edgar filing of the Athene Amplify 3.0 Prospectus. Parentheticals are cross references to N-4 instructions that the Staff provided.
Cover Page
•Last Sentence, First Paragraph, beginning “The Company does not allow additional Purchase Payments…”
oPlease add a statement that the statement means the investor would no longer be able to increase their contract value, death benefit, or any living benefits through premium payments.
Response: PDF page 1 of redline. We have added the following statement to clarify the impact of the not allowing additional Purchase Payments.
This means the investor will not be able to increase their Contract Value, Death Benefit, or other benefits available under the Contract through additional Purchase Payments.
Similar disclosure was added to PDF page 31 of redline.
•Second Bullet Point, beginning “Each Point-to-Point Buffer…”
oRevise sentence of bullet, “Cap Rate guaranteed minimums during the Withdrawal Charge Period will never be less than those after the Withdrawal Charge Period,” to reflect that this statement is true on a per-Segment-Term-Period basis.
Response: PDF page 1 of redline. Please see updated second bullet point on Cover Page. We added “for each Segment Term Period” to revise the statement. A parallel change was made in the fourth bullet, for Trigger Rates.
oSimilar to the disclosure that a Buffer Rate will always be at least 1%, please disclose the lowest limit on index gains that may be established under the Contract (not just for certain Segment Options). Disclose this for each of the Cap Rate, Trigger Rate, Participation Rate, and Downside Participation Rate, here and elsewhere as required; see Item 1(A)(6)(b), 2(B)(2)(iv), 6(D)(2)(ii)(b), and 17(B)(2).
Response: Changes were made to relevant sections throughout the prospectus to adhere to the four standards listed above. We have added the following statements to disclose the lowest limit on index gains that may be established under the Contract for all Segment Term Periods:
The Cap Rate will always be at least 0.50% on any Segment Option we establish under the Contract.
The Participation Rate will always be at least 100% on any Segment Option we establish under the Contract.
The Downside Participation Rate will always be at least 100% on any Segment Option we establish under the Contract.
The Trigger Rate will always be at least 0.25% on any Segment Option we establish under the Contract.
Relevant, affected sections for each requirement are as follows:
Item 1(A)(6)(b) ------- Cover Page (PDF page 1 of redline)
Item 2(B)(2)(iv) ------ Pages 9-10 (PDF page 14-15 of redline)
Item 6(D)(2)(ii)(b) --- Pages 40 - 43 (PDF page 46 - 50 of redline)
Item 17(B)(2) --------- Page A-6 (PDF page 117 of redline)
Please note that for Cap Rates and Trigger Rates, the “global minimum” language was added to, and not as a replacement of, existing Segment-level minimums. The Segment-level minimums were retained because, while the global minimums apply to future Segment Options, currently-offered Segment Options may provide higher guaranteed minimums.
•Third Bullet Point, beginning “Each Trigger and Dual Trigger Buffer Segment Option…”
oAlso disclose the lowest possible Trigger Rate for a 2-year Segment Term Period, as you do above for the Cap Rates.
Response: We do not offer any 2-year Trigger or Dual Trigger Buffer Segment Options and currently don’t have any plans to, so we have excluded that disclosure to avoid causing any confusion.
•First Non-Bolded Paragraph beneath bullet points, beginning “The Contract is not a short-term investment…”
oRegarding the second sentence, “Required Minimum Distributions can be withdrawn anytime during a Segment Term Period and, when applicable, will be required on an ongoing basis.” Prominently disclose on the Cover Page and in the prospectus sections discussing RMDs that the Contract permits such ongoing withdrawals from Index-Linked Segment Options prior to the end of the term and that these withdrawals may have an adverse effect on values under the Contract.
Response: PDF page 1 of redline. We added “including from Index-Linked Segment Options, to the existing language, “can be withdrawn anytime during a Segment Term Period”, to address the first half of the comment about ongoing withdrawals being able to be taken prior to the end of the term. For the second half regarding the withdrawals having an adverse effect on values under the Contract, the following sentences were added to the paragraph and bolded:
The resulting Proportional Withdrawal will reduce your Base Contract Value and the potential for positive Segment Credits that you may receive. The reduction in Base Contract Value may be significant, and may be greater than the amount withdrawn. Any amounts withdrawn could also result in significant reductions to your Death Benefit and other benefits available under the Contract
Similar disclosure was added to PDF page 79 of the redline.
Page 9
•First full paragraph, beginning “Each Index-Linked Segment Option will have a Cap Rate and a Participation Rate, or a Trigger Rate.”
oDisclose how each of these (Cap Rate, Participation Rate, Trigger Rate) limits positive index returns. See item 2(B)(2)(iii) and (iv) for guidance on narrative disclosure.
Response: PDF page 14 of redline. Added the following language to “Briefly describe the manner(s) in which the Insurance Company limits positive returns through the use of a cap, participation rate, or some other rate or measure.”
The Cap Rate establishes the maximum positive Index Change or Aggregate Index Change used to calculate Segment Credits for Index-Linked Segment Options before the Participation Rate is applied. The Participation Rate is a percentage that is multiplied by any positive Index Change or Aggregate Index Change after the application of the Cap Rate, to calculate the Segment Credit for Index-Linked Segment Options.
The Trigger Rate establishes the positive rate to be used in the calculation of the Segment Credit for Trigger Buffer Segment Options and Dual Trigger Buffer Segment Options if the Index Change is greater than or equal to a threshold specified by the Crediting Method used by that Segment Option.
•Please disclose the lowest limit on index gains that may be established under the Contract for Cap Rate and Trigger Rate.
Response: PDF page 14-15 of redline. See response in “Cover Page” section.
Page 10
•Third paragraph under the “Fixed Segment Option” header.
oIn the second sentence that notes the Fixed Segment is not registered under the Securities Act of 1933, also disclose that the Fixed Segment Option is not registered as an investment company under the 40 Act.
Response: PDF page 15 and 46 of redline. We added “or the Investment Company Act of 1940” after the Securities Act of 1933. So the sentence now reads:
Because the Fixed Segment Option does not have risk of poor investment performance and provides minimum values after the application of the Interest Adjustment that comply with Standard Nonforfeiture Law for Deferred Annuities, it is not registered under the Securities Act of 1933 or the Investment Company Act of 1940.
Page 15
•For the Lowest Annual and Highest Annual Cost Exhibit
oAdd two more bullets to each column, one of them for there being no Equity Adjustment, and another for there being no Interest Adjustment.
Response: PDF page 20 of redline. The two bullets were added to both the “Lowest Annual Cost” and “Highest Annual Cost” columns.
Page 17
•First Paragraph in “Is this a Short-Term Investment?”
oPlease make more clear that withdrawals could result in significant reductions to account value, the death benefit, and contract benefits, and by more than the amount withdrawn, if applicable.
Response: PDF page 22 of redline. The following disclosure was added regarding withdrawal risks:
The reduction in Base Contract Value may be significant, and may be greater than the amount withdrawn. Any amounts withdrawn could also result in significant reductions to your Death Benefit and other benefits available under the Contract.
Similar disclosure was added to PDF pages 17, 74, 75, and 112 of the redline.
Page 18
•“What are the Risks Associated with the Segment Options?”
oAdd disclosure providing an example or examples as to how the PR and DPR work, using a rate greater than 100%. E.g. say something after the bolded language but before the buffer rate, like “we also apply a PR/DPR when calculating segment credits in the Segment Options. For example…”
Response: PDF page 23 of redline. The following disclosure and example were added in the requested location, illustrating a Participation Rate of 125%.
For investments in a Point-to-Point Buffer, Dual Direction Buffer, and Performance Blend Buffer Segment Option, we also apply a Participation Rate after the application of the Cap Rate, when calculating Segment Credits. For example, if an Index-Linked Segment Option is uncapped and has a Participation Rate of 125%, and the Index Change is 12%, the Segment Credit on the Segment End Date would be 15%.
Page 20
•“Are There Restrictions on Investment Options?”
oDisclose if certain investment options are or may not be available through certain intermediaries, employers, and states.
Response: PDF page 25 of redline. The following cross-reference was added to the bottom of the cell, which discloses that investment options may be restricted and then redirects them to the appendices for more details. The appendices were also added to the third column, “Location in Prospectus”.
The availability of Segment Options and/or Reference Indices may vary by state or financial intermediary. Please see “Appendix D - State Variation Chart” and “Appendix E - Financial Intermediary Variation Chart” for details.
On a similar note, “Appendix E – Financial Intermediary Variation Chart” was set up with relevant disclosure and details on current restrictions. Please note that as of the date of this response, we have not been informed of any variations, but we will amend the appendix to reflect any future requested variations. The appendix also includes a 409 disclosure regarding variations we are not aware of or are not reasonably available to us. See PDF page 134.
Page 21
•“Restrictions on Contract Benefits”
oDisclose if any benefits are or may not be available through certain intermediaries, employers, and states.
Response: PDF page 26 of redline. The following cross-reference was added to the bottom of the cell, which discloses that benefits may be restricted and then redirects them to the appendices for more details. The appendices were also added to the third column, “Location in Prospectus”. Please note that we are not currently aware of any such variations in benefits and do not administer any, but we understand that we are required to include any variations in Appendix E if any become known.
The availability of contract benefits may vary by state or financial intermediary. Please see “Appendix D - State Variation Chart” and “Appendix E - Financial Intermediary Variation Chart” for details.
Page 26
•“Purchases and Contract Values”, end of first paragraph
oDisclose all material intermediary-specific variations to the offering. See Item 8(a).
Response: PDF page 31 of redline. The following cross-reference was added to the end of the paragraph, which redirects them to the appendices for more details.
Please see “Appendix E - Financial Intermediary Variation Chart” for details.
Page 32
•Top of page, “The following examples illustrate how we calculate Segment Credit percentages based on different levels of Index Change. All the examples assume no Withdrawals.”
oPlease revise this legend to conform to the legend required by Item 6(d)(2)(iv)(C)
Response: PDF page 38, 40, 42, 43, 45, and 46 of redline. The legend was revised to be as follows, which more closely conforms to the language in Item 6(d)(2)(iv)(C). The only difference is changing “each Index crediting methodology” to list the specific Crediting Method for the section.
The following examples illustrate how we calculate and credit interest under the Point-to-Point Crediting Method assuming hypothetical index returns and hypothetical limits on index gains and losses. The examples assume no Withdrawals.
•Example 2
oThis section starts with Example 2. Where is Example 1?
Response: Example 1 is on page 28 of the prospectus, in the “Allocation of Purchase Payment” section. Rather than restart numbering for each section, we number the examples consistently throughout the document as a whole, which is why this section starts with Example 2.
oPlease revise this example to reflect a Participation Rate higher than 100%, because at 100%, the example does not illustrate how the Participation Rate works.
Response: PDF page 38 of redline. The example was redone to illustrate a Participation Rate of 105%.
Page 34
•Example 4
oPlease revise the example to reflect a Participation Rate higher than 100%.
Response: PDF page 41 of redline. The example was redone to illustrate a Participation Rate of 130%.
Page 38
•Example 8
oPlease revise the example to show how a Downside Participation Rate of more than 100% would work.
Response: PDF page 45 of redline. The example was redone to illustrate a Downside Participation Rate of 105%.
Page 47
•“Setting the Cap Rates…” section
oDisclose what an investor should consider regarding downside protection before choosing to invest in an Index-Linked Segment Option. See Item 6(D)(2)(i) and 6(D)(2)(ii)
Response: PDF pages 63-64 of redline. The following language was added, which touches on various considerations around selecting investment options, such as term lengths, limits on index gains, and limits on index losses. We also added the first part of the disclosure on PDF page 112.
When choosing among offered Segment Options, consider which term lengths, limits on index gains, and limits on index losses may be appropriate for you based on your risk tolerance, liquidity needs, investment horizon, and financial goals. Consider that a Segment Option with a Segment Fee offers higher Cap Rates, Participation Rates, Downside Participation Rates, and Trigger Rates than the same Segment Option without a Segment Fee, which in turn provides you with the possibility of, but does not guarantee, greater growth potential. Also consider that an Index-Linked Segment Option with a higher Buffer Rate will tend to have a lower Cap Rate, Participation Rate, Downside Participation Rate, or Trigger Rate, as applicable, compared to a Segment Option with a lower Buffer Rate for the same Reference Index and Segment Term Period. This is because of the additional downside protection offered by the higher Buffer Rate.
Page 49
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February 11, 2026 Athene Annuity and Life Company
Legal Department
7700 Mills Civic Parkway
8A-17a
West Des Moines, IA 50266
Tel.: 515-342-4545
Email: cjefferson@athene.com
VIA EDGAR
Ms. Anu Dubey
Disclosure Review Office
Division of Investment Management
U.S Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4644
Re: Athene Annuity and Life Company
Initial Registration Statement on Form N-4 (File No. 333-291754)
Dear Ms. Dubey:
On behalf of Athene Annuity and Life Company (the “Company”), I am responding to comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on the above referenced Registration Statement for certain single purchase payment index-linked deferred variable annuity contracts (the “Contracts”) under the Securities Act of 1933.
Each Staff comment is set forth below, followed by the Company’s response. I will email you a redline of the changes against the one filed November 24, 2025. Unless otherwise noted, page references below are with respect to prospectus page numbers (not PDF page numbers) from the Edgar filing of the Athene Amplify 3.0 Prospectus. Parentheticals are cross references to N-4 instructions that the Staff provided.
Cover Page
•Last Sentence, First Paragraph, beginning “The Company does not allow additional Purchase Payments…”
oPlease add a statement that the statement means the investor would no longer be able to increase their contract value, death benefit, or any living benefits through premium payments.
Response: PDF page 1 of redline. We have added the following statement to clarify the impact of the not allowing additional Purchase Payments.
This means the investor will not be able to increase their Contract Value, Death Benefit, or other benefits available under the Contract through additional Purchase Payments.
Similar disclosure was added to PDF page 31 of redline.
•Second Bullet Point, beginning “Each Point-to-Point Buffer…”
oRevise sentence of bullet, “Cap Rate guaranteed minimums during the Withdrawal Charge Period will never be less than those after the Withdrawal Charge Period,” to reflect that this statement is true on a per-Segment-Term-Period basis.
Response: PDF page 1 of redline. Please see updated second bullet point on Cover Page. We added “for each Segment Term Period” to revise the statement. A parallel change was made in the fourth bullet, for Trigger Rates.
oSimilar to the disclosure that a Buffer Rate will always be at least 1%, please disclose the lowest limit on index gains that may be established under the Contract (not just for certain Segment Options). Disclose this for each of the Cap Rate, Trigger Rate, Participation Rate, and Downside Participation Rate, here and elsewhere as required; see Item 1(A)(6)(b), 2(B)(2)(iv), 6(D)(2)(ii)(b), and 17(B)(2).
Response: Changes were made to relevant sections throughout the prospectus to adhere to the four standards listed above. We have added the following statements to disclose the lowest limit on index gains that may be established under the Contract for all Segment Term Periods:
The Cap Rate will always be at least 0.50% on any Segment Option we establish under the Contract.
The Participation Rate will always be at least 100% on any Segment Option we establish under the Contract.
The Downside Participation Rate will always be at least 100% on any Segment Option we establish under the Contract.
The Trigger Rate will always be at least 0.25% on any Segment Option we establish under the Contract.
Relevant, affected sections for each requirement are as follows:
Item 1(A)(6)(b) ------- Cover Page (PDF page 1 of redline)
Item 2(B)(2)(iv) ------ Pages 9-10 (PDF page 14-15 of redline)
Item 6(D)(2)(ii)(b) --- Pages 40 - 43 (PDF page 46 - 50 of redline)
Item 17(B)(2) --------- Page A-6 (PDF page 117 of redline)
Please note that for Cap Rates and Trigger Rates, the “global minimum” language was added to, and not as a replacement of, existing Segment-level minimums. The Segment-level minimums were retained because, while the global minimums apply to future Segment Options, currently-offered Segment Options may provide higher guaranteed minimums.
•Third Bullet Point, beginning “Each Trigger and Dual Trigger Buffer Segment Option…”
oAlso disclose the lowest possible Trigger Rate for a 2-year Segment Term Period, as you do above for the Cap Rates.
Response: We do not offer any 2-year Trigger or Dual Trigger Buffer Segment Options and currently don’t have any plans to, so we have excluded that disclosure to avoid causing any confusion.
•First Non-Bolded Paragraph beneath bullet points, beginning “The Contract is not a short-term investment…”
oRegarding the second sentence, “Required Minimum Distributions can be withdrawn anytime during a Segment Term Period and, when applicable, will be required on an ongoing basis.” Prominently disclose on the Cover Page and in the prospectus sections discussing RMDs that the Contract permits such ongoing withdrawals from Index-Linked Segment Options prior to the end of the term and that these withdrawals may have an adverse effect on values under the Contract.
Response: PDF page 1 of redline. We added “including from Index-Linked Segment Options, to the existing language, “can be withdrawn anytime during a Segment Term Period”, to address the first half of the comment about ongoing withdrawals being able to be taken prior to the end of the term. For the second half regarding the withdrawals having an adverse effect on values under the Contract, the following sentences were added to the paragraph and bolded:
The resulting Proportional Withdrawal will reduce your Base Contract Value and the potential for positive Segment Credits that you may receive. The reduction in Base Contract Value may be significant, and may be greater than the amount withdrawn. Any amounts withdrawn could also result in significant reductions to your Death Benefit and other benefits available under the Contract
Similar disclosure was added to PDF page 79 of the redline.
Page 9
•First full paragraph, beginning “Each Index-Linked Segment Option will have a Cap Rate and a Participation Rate, or a Trigger Rate.”
oDisclose how each of these (Cap Rate, Participation Rate, Trigger Rate) limits positive index returns. See item 2(B)(2)(iii) and (iv) for guidance on narrative disclosure.
Response: PDF page 14 of redline. Added the following language to “Briefly describe the manner(s) in which the Insurance Company limits positive returns through the use of a cap, participation rate, or some other rate or measure.”
The Cap Rate establishes the maximum positive Index Change or Aggregate Index Change used to calculate Segment Credits for Index-Linked Segment Options before the Participation Rate is applied. The Participation Rate is a percentage that is multiplied by any positive Index Change or Aggregate Index Change after the application of the Cap Rate, to calculate the Segment Credit for Index-Linked Segment Options.
The Trigger Rate establishes the positive rate to be used in the calculation of the Segment Credit for Trigger Buffer Segment Options and Dual Trigger Buffer Segment Options if the Index Change is greater than or equal to a threshold specified by the Crediting Method used by that Segment Option.
•Please disclose the lowest limit on index gains that may be established under the Contract for Cap Rate and Trigger Rate.
Response: PDF page 14-15 of redline. See response in “Cover Page” section.
Page 10
•Third paragraph under the “Fixed Segment Option” header.
oIn the second sentence that notes the Fixed Segment is not registered under the Securities Act of 1933, also disclose that the Fixed Segment Option is not registered as an investment company under the 40 Act.
Response: PDF page 15 and 46 of redline. We added “or the Investment Company Act of 1940” after the Securities Act of 1933. So the sentence now reads:
Because the Fixed Segment Option does not have risk of poor investment performance and provides minimum values after the application of the Interest Adjustment that comply with Standard Nonforfeiture Law for Deferred Annuities, it is not registered under the Securities Act of 1933 or the Investment Company Act of 1940.
Page 15
•For the Lowest Annual and Highest Annual Cost Exhibit
oAdd two more bullets to each column, one of them for there being no Equity Adjustment, and another for there being no Interest Adjustment.
Response: PDF page 20 of redline. The two bullets were added to both the “Lowest Annual Cost” and “Highest Annual Cost” columns.
Page 17
•First Paragraph in “Is this a Short-Term Investment?”
oPlease make more clear that withdrawals could result in significant reductions to account value, the death benefit, and contract benefits, and by more than the amount withdrawn, if applicable.
Response: PDF page 22 of redline. The following disclosure was added regarding withdrawal risks:
The reduction in Base Contract Value may be significant, and may be greater than the amount withdrawn. Any amounts withdrawn could also result in significant reductions to your Death Benefit and other benefits available under the Contract.
Similar disclosure was added to PDF pages 17, 74, 75, and 112 of the redline.
Page 18
•“What are the Risks Associated with the Segment Options?”
oAdd disclosure providing an example or examples as to how the PR and DPR work, using a rate greater than 100%. E.g. say something after the bolded language but before the buffer rate, like “we also apply a PR/DPR when calculating segment credits in the Segment Options. For example…”
Response: PDF page 23 of redline. The following disclosure and example were added in the requested location, illustrating a Participation Rate of 125%.
For investments in a Point-to-Point Buffer, Dual Direction Buffer, and Performance Blend Buffer Segment Option, we also apply a Participation Rate after the application of the Cap Rate, when calculating Segment Credits. For example, if an Index-Linked Segment Option is uncapped and has a Participation Rate of 125%, and the Index Change is 12%, the Segment Credit on the Segment End Date would be 15%.
Page 20
•“Are There Restrictions on Investment Options?”
oDisclose if certain investment options are or may not be available through certain intermediaries, employers, and states.
Response: PDF page 25 of redline. The following cross-reference was added to the bottom of the cell, which discloses that investment options may be restricted and then redirects them to the appendices for more details. The appendices were also added to the third column, “Location in Prospectus”.
The availability of Segment Options and/or Reference Indices may vary by state or financial intermediary. Please see “Appendix D - State Variation Chart” and “Appendix E - Financial Intermediary Variation Chart” for details.
On a similar note, “Appendix E – Financial Intermediary Variation Chart” was set up with relevant disclosure and details on current restrictions. Please note that as of the date of this response, we have not been informed of any variations, but we will amend the appendix to reflect any future requested variations. The appendix also includes a 409 disclosure regarding variations we are not aware of or are not reasonably available to us. See PDF page 134.
Page 21
•“Restrictions on Contract Benefits”
oDisclose if any benefits are or may not be available through certain intermediaries, employers, and states.
Response: PDF page 26 of redline. The following cross-reference was added to the bottom of the cell, which discloses that benefits may be restricted and then redirects them to the appendices for more details. The appendices were also added to the third column, “Location in Prospectus”. Please note that we are not currently aware of any such variations in benefits and do not administer any, but we understand that we are required to include any variations in Appendix E if any become known.
The availability of contract benefits may vary by state or financial intermediary. Please see “Appendix D - State Variation Chart” and “Appendix E - Financial Intermediary Variation Chart” for details.
Page 26
•“Purchases and Contract Values”, end of first paragraph
oDisclose all material intermediary-specific variations to the offering. See Item 8(a).
Response: PDF page 31 of redline. The following cross-reference was added to the end of the paragraph, which redirects them to the appendices for more details.
Please see “Appendix E - Financial Intermediary Variation Chart” for details.
Page 32
•Top of page, “The following examples illustrate how we calculate Segment Credit percentages based on different levels of Index Change. All the examples assume no Withdrawals.”
oPlease revise this legend to conform to the legend required by Item 6(d)(2)(iv)(C)
Response: PDF page 38, 40, 42, 43, 45, and 46 of redline. The legend was revised to be as follows, which more closely conforms to the language in Item 6(d)(2)(iv)(C). The only difference is changing “each Index crediting methodology” to list the specific Crediting Method for the section.
The following examples illustrate how we calculate and credit interest under the Point-to-Point Crediting Method assuming hypothetical index returns and hypothetical limits on index gains and losses. The examples assume no Withdrawals.
•Example 2
oThis section starts with Example 2. Where is Example 1?
Response: Example 1 is on page 28 of the prospectus, in the “Allocation of Purchase Payment” section. Rather than restart numbering for each section, we number the examples consistently throughout the document as a whole, which is why this section starts with Example 2.
oPlease revise this example to reflect a Participation Rate higher than 100%, because at 100%, the example does not illustrate how the Participation Rate works.
Response: PDF page 38 of redline. The example was redone to illustrate a Participation Rate of 105%.
Page 34
•Example 4
oPlease revise the example to reflect a Participation Rate higher than 100%.
Response: PDF page 41 of redline. The example was redone to illustrate a Participation Rate of 130%.
Page 38
•Example 8
oPlease revise the example to show how a Downside Participation Rate of more than 100% would work.
Response: PDF page 45 of redline. The example was redone to illustrate a Downside Participation Rate of 105%.
Page 47
•“Setting the Cap Rates…” section
oDisclose what an investor should consider regarding downside protection before choosing to invest in an Index-Linked Segment Option. See Item 6(D)(2)(i) and 6(D)(2)(ii)
Response: PDF pages 63-64 of redline. The following language was added, which touches on various considerations around selecting investment options, such as term lengths, limits on index gains, and limits on index losses. We also added the first part of the disclosure on PDF page 112.
When choosing among offered Segment Options, consider which term lengths, limits on index gains, and limits on index losses may be appropriate for you based on your risk tolerance, liquidity needs, investment horizon, and financial goals. Consider that a Segment Option with a Segment Fee offers higher Cap Rates, Participation Rates, Downside Participation Rates, and Trigger Rates than the same Segment Option without a Segment Fee, which in turn provides you with the possibility of, but does not guarantee, greater growth potential. Also consider that an Index-Linked Segment Option with a higher Buffer Rate will tend to have a lower Cap Rate, Participation Rate, Downside Participation Rate, or Trigger Rate, as applicable, compared to a Segment Option with a lower Buffer Rate for the same Reference Index and Segment Term Period. This is because of the additional downside protection offered by the higher Buffer Rate.
Page 49
•“Equity