SecProbe.io

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 Eversheds Sutherland (US) LLP

 700 Sixth
Street, NW, Suite 700
Washington, DC 20001-3980

 D: +1 202.383.0158
F: +1
202.637.3593

 steveroth@

eversheds-sutherland.com

 February 24, 2023

 VIA
EDGAR

 Matthew Williams

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549-8629

Re:
 Fidelity & Guaranty Life Insurance Company

Initial Registration Statement on Form S-1

File No. 333-267180

Dear Mr. Williams:

 On August 31, 2022,
Fidelity & Guaranty Life Insurance Company (the “Company”) filed an initial registration statement on Form S-1 for certain individual registered indexed linked annuity contracts to be issued
by the Company. On October 31, 2022, you provided the Commission Staff’s comments on the initial registration statement filing, to which the Company responded via a correspondence filing on December 7, 2022. On January 18, 2023,
you provided additional comments from the Commission Staff by telephone conference.

 Below please find the Commission Staff’s comments followed by
the Company’s responses thereto. Included with this letter is a draft of the pre-effective amendment to the registration statement that the Company intends to file pursuant to Rule 472 under the
Securities Act. Such draft includes revisions in response to the Commission Staff’s comments, as described in this letter, and are marked to compare against the draft provided with the December 7, 2022 correspondence filing.

General

1.
 Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the
registration statement. The registrant and management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, actions, or absence of action of the Commission Staff.

 RESPONSE: The Company has made confirming changes throughout the registration statement, as appropriate.

2.
 Please confirm that all missing information, including exhibits, will be added via pre-effective amendment.

 RESPONSE: The draft registration statement provided with this letter was updated to include certain of
the missing information. The Company confirms that the remaining missing information, including exhibits, will be added in a pre-effective amendment to the registration statement.

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.
For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

Table of Contents

 February 24, 2023

 Page
2

3.
 Please supplementally confirm whether the Company will be prepared to file financial statements prepared in
accordance with GAAP, for both 12/31/21 and third quarter interim statements, by February 14, 2023.

 RESPONSE: The Company has deferred the desired effective date of the registration statement and will
include required financial statements in a pre-effective amendment to be filed at a later date. However, the Company has responded to all of the Staff’s most recent comments and therefore would appreciate
receiving any final comments on the disclosures in the attached draft pre-effective amendment to the registration statement.

Cover Page

4.
 In the second to last sentence of the third paragraph beginning with “This prospectus
describes…,” please add disclosure to the following effect: “In the case of Index-Linked Interest Strategies with a Buffer of 10%, you could lose up to 90% of your investment, and up 80% of your investment in the case of Index-Linked
Interest Strategies with a Buffer of 20%. If you select an Index-Linked Interest Strategy with an Annual Lock Crediting Method, you could lose more than 90% of your investment in the case of an Index-Linked Interest Strategy with a Buffer of 10% or
more than 80% of your investment in the case of an Index-Linked Interest Strategy with a Buffer of 20%.”

 RESPONSE: The Company has updated the disclosure as requested.

5.
 In the sixth paragraph beginning with “You are permitted…”:

a.
 With respect to withdrawals in that paragraph, please add “including systematic withdrawals and required
minimum distributions.”

 RESPONSE: The Company has updated the disclosure as requested.

b.
 In the third sentence, beginning with “Withdrawals may be permitted,” please add, “or full
surrender” after “Withdrawals” at the beginning of the sentence.

 RESPONSE: The Company has updated the disclosure as requested.

c.
 In the third sentence, please add “, surrenders” and insert any other transactions that are subject
to surrender charges after “although withdrawals”.

 RESPONSE: The Company has updated the disclosure as requested. Only withdrawals and surrenders are
subject to surrender charges.

d.
 In the fifth sentence beginning with “If you take a withdrawal from your Contract…” please add
”, surrenders” and insert any other transactions that are subject to surrender charges after “If you take a withdrawal”, similar to comment 5.c above.

 RESPONSE: The Company has updated the disclosure as requested. Only withdrawals and surrenders are
subject to surrender charges.

e.
 At the end of the paragraph in the
second-to-last sentence that is underlined, please add the word “also” to the beginning of the sentence. Additionally, with regard to the second mention of
“withdrawal” in this sentence, please conform to comment 5.c above and add “or surrender” after the word “withdrawal.”

 RESPONSE: The Company has updated the disclosure as requested.

Table of Contents

 February 24, 2023

 Page
3

f.
 Please clarify in this paragraph that proportionate withdrawal calculations and withdrawal charges could also
reduce values under the Contract when made or taken during a Crediting Period.

 RESPONSE: The Company has clarified the disclosure.

6.
 In the paragraph in the middle of the page beginning with, “The Contract does not provide tax deferral
benefits…,” please add to the end of the paragraph “Investors should consult with their tax advisor for more information.”

 RESPONSE: The Company has updated the disclosure as requested.

7.
 In the paragraph beginning with “This Contract is not appropriate…,” in the second sentence, is
“Strategy Term” synonymous with “Crediting Period”? If so, please change to “Crediting Period.”

 RESPONSE: The Company has updated the disclosure as requested.

8.
 Please also add disclosure to the cover page indicating the maximum potential loss (100%) due to Strategy
Interim Value calculations. Stating “entire value” is also acceptable.

 RESPONSE: The Company has updated the disclosure in the penultimate paragraph to state: “You may
lose money, including your entire principal investment and previously credited Index-Linked Interest.”

9.
 In the second sentence of the third paragraph from the bottom, please confirm that this sentence has been made
more prominent, e.g., in bold type. This is noted in comment 8.a of the initial response letter.

 RESPONSE: The Company has put the referenced disclosure in bold type.

10.
 Please add in bold type the following disclosure to the cover page, the summary, and the risk disclosure:
“We reserve the right to stop offering all but one of 27 Index-Linked Interest Strategies offered under this Contract. If we stop offering these strategies, you will be limited to investing in one Index-Linked Interest Strategy [and please
specify the strategy]. At that time, you may choose to surrender your Contract, but you may be subject to surrender charges, asset adjustment charges, taxes, and tax penalties, and if you purchase another retirement vehicle, it may have different
features, fees, and risks than this Contract.”

 RESPONSE: The Company has updated the disclosure as requested.

Defined Terms (p. 1-4)

11.
 Regarding the term “Asset Adjustment”:

a.
 Please indicate the measuring period for the changes in interest rates referenced in the second line.

 RESPONSE: The Company has updated the disclosure to reflect that the Asset Adjustment reflects changes
in interest rates that impact the value of the fixed income assets supporting your Contract since the Contract’s Effective Date.

b.
 At the end of that definition, please replace “also applies to” with “is also applied to.”

Table of Contents

 February 24, 2023

 Page
4

 RESPONSE: The Company has updated the disclosure as requested.

c.
 Please clarify why ”surrenders, withdrawals, annuitization and payment of death benefits” was
deleted. Disclosure elsewhere states that the Asset Adjustment applies during the first 6 Contract Years only if there is a withdrawal or transactions occur. See, for example, the definition of “Strategy Account Value.”

 RESPONSE: While the contract owner is only impacted by the Asset Adjustment if there is a withdrawal or
other transactions occur, the calculation of the Strategy Account Value on a Crediting Date during the first six Contract Years will include application of the Asset Adjustment. The definition of Strategy Account Value states that “Your
Strategy Account Value is the amount available for withdrawals, surrenders, annuitization and death benefits,” but it is calculated each day regardless of whether such a transaction occurs. Accordingly, the disclosure is correct.

12.
 In the definition of “Strategy Account Value,” in the third line beginning with “On each
Business Day,” please delete “or a Crediting Date during the first six Contract Years.”

 RESPONSE: In Comment 35.a of its comment letter dated October 31, 2022, the Staff requested
that “If the Company is applying an Asset Adjustment on each Crediting Date during the first six Contract Years, to avoid investor confusion, please define it without the use of Strategy Interim Value . . . .” The Company updated the
disclosure accordingly, so it is correct that the Strategy Account Value does not equal the Strategy Interim Value on a Crediting Date. The sentence that follows the referenced disclosure states “On a Crediting Date during the first six
Contract Years, your Strategy Account value includes the Asset Adjustment.” Accordingly, the Company has not deleted the referenced language.

Summary (p. 5-12)

13.
 In the paragraph titled, “What is the purpose of the Contract,” in reference to the underlined
italicized text, please note throughout the prospectus, as was done here, that the surrender change period is the first 6 Contract Years or define the term “surrender charge period.”

 RESPONSE: The Company has defined the term “Surrender Charge Period” and used the capitalized
term throughout the prospectus.

14.
 In the bolded sentence of the same paragraph that states “It is possible to lose your entire principal
investment,” please add to the end of that sentence, “and previously credited Index-Linked Interest.”

 RESPONSE: The Company has updated the disclosure as requested.

15.
 On p. 6 in the third full paragraph, in the second sentence regarding changes to available Indexes, please
change “Adding or removing,” to “Adding, removing, or replacing.”

 RESPONSE: The Company has updated the disclosure as requested.

16.
 In the fourth sentence of the third full paragraph, please also specify the minimum Buffer for any new
Index-Linked Interest Strategy.

 RESPONSE: The Company has updated the disclosure to state that any new Index-Linked Interest Strategy
will have a Buffer of at least 10%.

Table of Contents

 February 24, 2023

 Page
5

17.
 On p.8, in the first paragraph under “Annual Lock Crediting Method,” in the last line, which states
“An Index-Linked Interest Strategy with an Annual Lock Crediting Method is not appropriate for investors who intend to take withdrawals during the Crediting Period,” please add “or need” after “intend.”

 RESPONSE: The Company has updated the disclosure as requested.

18.
 In the second paragraph under “Annual Lock Crediting Method,” in reference to the disclosure in the 3rd sentence from the bottom, please add this maximum loss disclosure to the cover as it pertains to the Annual Lock, and to the extent that the maximum loss disclosure differs, please change the
maximum loss amount to state that an investor may lose more than 90%.

 RESPONSE: The Company has updated the disclosure on the cover as requested.

19.
 In the last paragraph on p.8, in the sentence beginning with “At least 30 days…,” please
indicate specifically when the Cap Rates and Performance Trigger Rates are established for subsequent Crediting Periods.

 RESPONSE: The Company has updated the disclosure to reflect that the Cap Rates and Performance Trigger
Rates will have been established by the time that written notice is sent to contract owners.

20.
 On p. 9, in the first paragraph, please add disclosure indicating the minimum guaranteed Buffer for new
Index-Linked Interest Strategies as follows: “If we add Index-Linked Interest Strategies, the Buffer is guaranteed to be at least [X] percent.”

 RESPONSE: The Company has updated the disclosure to state that any new Index-Linked Interest Strategy
will have a Buffer of at least 10%.

21.
 On p. 11, in the third paragraph, in reference to the second to last sentence that reads “You may lose up
to 100% of your Contract Value in an Index-Linked Interest Strategy by taking a withdrawal prior to the end of the Crediting Period or on a Crediting Date during the first six Contract Years, please add this disclosure to the charges section as
well.

 RESPONSE: The Company has revised this language to state “You may lose up to your entire Contract
Value in an Index-Linked Interest Strategy by taking a withdrawal prior to the end of the Crediting Period or, during the first six Contract Years, on a Crediting Date.” The disclosure also has been added to the section on surrender charges.

 Risk Factors (p. 13-21)

22.
 On p. 13, in the third paragraph under “Liquidity Risk,” in the second to last sentence, please
clarify here and throughout as applicable that any partial withdrawal is subject to a proportionate reduction. Disclosure here seems to suggest that proportional adjustment may only apply if a withdrawal is taken during a Crediting Period or at the
end of a Crediting Period during the first six Contract Years.

 RESPONSE: The Company has revised the disclosure to clarify that such proportional adjustment applies
when there is a withdrawal prior to the end of the Crediting Period or, during the first six Contract Years, on a Crediting Date.

23.
 In the last paragraph on p. 13, please change “interest” in the first line to “Index-Linked
Interest.” Please clarify here and throughout as applicable.

Table of Contents

 February 24, 2023

 Page
6

 RESPONSE: The Company has updated the disclosure as requested.

24.
 With regard to disclosure at the bottom of p. 14, we would generally expect that reference indexes be
broad-based securities indexes. With respect to each of the BofA MP Indexes, please confirm supplementally that:

a.
 The index and the methodology used to calculate the index will be publically available;

b.
 All components of the index will be actively traded;

c.
 The index will be sponsored and administered by a third party not affiliated with the Company; and

d.
 The index can be replicated by unaffiliated third parties.

 In your response, please provide a link to a publically available website describing each index. We may have
further comments after you provide this information.

 Please also explain supplementally how the Strategy Interim Value is calculated for the Hindsight 20/20
strategy and how the Asset Adjustment is calculated on the Crediting Date?

 RESPONSE: The Company confirms, with respect to each BofA MP Index, that:

a.
 The index and the methodology used to calculate the index will be publically available;

b.
 All components of the index will be actively traded;

c.
 The index will be sponsored and administere