Correspondence 0000923495-24-000021 from SEPARATE ACCOUNT EQ OF VENERABLE INSURANCE & ANNUITY Co (CIK 0000923495)
SEPARATE ACCOUNT EQ OF VENERABLE INSURANCE & ANNUITY Co (CIK 0000923495)
Date: March 18, 2024 · CIK: 0000923495 · Accession: 0000923495-24-000021
AI Filing Summary & Sentiment
File numbers found in text: 333-273496, 333-273497, 333-273498, 811-08524
Letter
Division of Investment Management • Initial Registration Statements on Form N-4 for • Accumulator Series (8.1), File No. 333-273496 • Accumulator Series (7.0), File No. 333-273498 • Accumulator Series (6.0), File No. 333-273497
Dear Mr. Oh:
On behalf of Venerable Insurance and Annuity Company (the “Company” or “VIAC”) and Separate Account EQ of Venerable Insurance and Annuity Company (the “Separate Account”), we are filing this correspondence with the U.S. Securities and Exchange Commission (the “Commission”) in response to your:
•
March 8, 2024, comments, delivered by conference call, to our revisions to the prospectus, Part C, and Initial Summary Prospectus for the above-referenced Accumulator 8.1 registration statement that we included in a correspondence filing via EDGAR on February 23,2024; and
•
February 23, 2024 comments, delivered by conference call, to our revisions to the initial registration statements and accompanying supplements for the above referenced Accumulator 7.0 and Accumulator 6.0 initial registration statements on Form N-4 (collectively with the Accumulator 8.1 registration statement, the “Registration Statements” and each individually, the “Registration Statement”).
Along with this letter, we have included revised versions of each prospectus and the accompanying Exchange Offer Supplements, (the “Proposed Amendments”). We have not included any of the initial summary prospectuses (“ISPs”), but instead represent that the disclosures in the ISPs, which will be included as exhibits in our pre-effective amendments, will match those corresponding disclosures from the prospectuses. Please note that the Proposed Amendments include changes made in response to your comments and other changes made to improve the disclosures and to conformed the changes across each of the documents, as applicable. Courtesy pdf copies of the Proposed Amendments, marked to show the changes we made to the versions you most recently commented on will be provided via email shortly after this filing.
For convenience, each of your comments is set forth in full below, followed by the Company’s responses.
COMMENTS RECEIVED ON MARCH 8, 2024, TO THE ACCUMULATOR 8.1 REGISTRATION STATEMENT:
Prospectus
Comment 1: In footnote 1 to the “Ongoing Fees and Expenses (annual charges)” row in the “FEES AND EXPENSES” table within the “KEY INFORMATION” section, please delete the sentence about the annual $30 Administrative Charge being converted into a percentage because it is unnecessary.
Response 1: We have made that deletion as requested.
Comment 2: In the “Transaction Expenses” table within the “FEES AND EXPENSES TABLES” section, please revert back to the way it was before without the parentheticals in the tables about waivers and current costs – with that information in the footnote.
Response 2: We made these revisions as requested.
Comment 3: In the “Certain Withdrawals“ disclosures of the “Withdrawal Charge” subsection within the “CHARGES AND FEES” section, please replace “6% Roll-up to Age 85 benefit base” with “GMIB Roll-up Benefit Base” and move the definition of “Roll-up Benefit Base” here from page 59 of the courtesy marked pdf copy sent with the last correspondence filing..
Also, make the next sentence consistent with the changes made, including being consistent with “beginning of the Contract Year” placement.
Response 3: We have made the revisions as requested.
Comment 4: In the “Credits” subsection of “THE ANNUITY CONTRACT” section where there is reference to the “Order” received by the company to allow recapture of Credits, please replace “Order” with “an exemptive order (an “Order”)”.
Response 4: We made this revision as requested.
Comment 5: In the cross-reference at the end of the third paragraph of the “Calculating Your Roll-up Benefit Base Following a Transfer” subsection in the “TRANSFERS AMONG YOUR INVESTMENT OPTIONS” section, please delete “Annual Ratchet to Age 85 Death Benefit (“Annual Ratchet DB”)” because it does not have a roll-up benefit reset. Also, please delete “Enhanced Death Benefit” the first time used to match the actual title of the heading.
Response 5: We have made the revisions as requested.
Comment 6: In the second paragraph of the “Partial Withdrawals (All Contracts)” subsection of the “WITHDRAWALS” section, please add “, in general,” after “also” in the first sentence. In addition, please change “6% Roll-up to Age 85 benefit base” to “Roll-up Benefit Base” to be consistent with the change made in response to Comment 3. Also please revise to indicate that the Withdrawal Charge is waived for amounts exceeding the greater of the free withdrawal amount or the Guaranteed Annual Withdrawal Amount.
Response 6: We have made the revisions as requested.
Comment 7: In the “Loans” row of the “Other Benefits” table in the “BENEFITS AVAILABLE UNDER THE CONTRACT” section, add “of the loan reserve account” after the “2.00%” in the fourth column and delete the footnote as it is unnecessary.
Response 7: We have made these revisions as requested.
Comment 8: In the “DEATH BENEFITS” section, please look at the EFLIC contract and prospectus on the definition and usage of the “Standard Death Benefit” to make sure the disclosures are consistent.
Response 8: Thank you for this comment. We have revised the disclosures to reflect that if no enhanced death benefit was elected when the contract was issued, then the death benefit in effect is the greater of the Account Value or the Standard Death Benefit.
Comment 9: Please add the cross-reference at the end of the “Standard Death Benefit” subsection of the “DEATH BENEFITS” section to the end of the subsections describing the other death benefits.
Response9: We have inserted the cross-reference as requested.
Comment 10: In the first bullet of the second paragraph of the “Annual Ratchet to Age 85 Death Benefit (“Annual Ratchet DB”)” subsection of the “DEATH BENEFITS” section, please delete the text about adjustments for withdrawals after “Your total contributions” because the adjustment for withdrawals are detailed in the bullets of the third paragraph of that subsection.
Response 10: We have made the deletion as requested.
Comment 11: Please confirm that the last sentence of the first paragraph in the “Greater of 6% Roll-up to Age 85 or the Annual Ratchet to Age 85 Enhanced Death Benefit” subsection within the “DEATH BENEFITS“ section is correct.
Response 11: We confirm that the statement that the Greater of 6% Roll-up to Age 85 or the Annual Ratchet to Age 85 Enhanced Death Benefit was only available if the GMIB was elected is correct.
Comment 12: Please revise the last sentence of the “GMIB Benefit Base” disclosures in the “Guaranteed Minimum Income Benefit (“GMIB”)” subsection of the “OPTIONAL LIVING BENEFITS” section to read as follows: “If the GMIB is exercised, the GMIB base is reduced by any applicable Withdrawal Charge.”
Response 12: We have made this revision, as requested.
Comment 13: Please insure there is a cross-reference to the “Roll-up Benefit Base Reset” subsection in the “DEATH BENEFITS” section at the end of the first paragraph of the “GMIB Roll-up Benefit Base may also be eligible for resets” disclosures in the “Guaranteed Minimum Income Benefit (“GMIB”) subsection of the “OPTIONAL LIVING BENEFITS” section.
Response 13: We confirm that the requested cross reference is where requested.
Comment 14: Please revise the last sentence of the “Account for Special Money Market DCA Program” disclosure in the “Dollar Cost Averaging (“DCA”)” subsection within the “OTHER BENEFITS” section to add “Account for” before reference to the Special Money Market DCA Program.
Response 14: We have made this correction as requested.
Comment 15: Please reconcile the footnotes on each page of “APPENDIX G – RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT” with the earlier disclosures in the “Additional Contributions” disclosures within the “GWBL” subsection of the “OPTIONAL LIVING BENEFITS” section where there is no mention of the first contract year.
Response 15: We have deleted the reference to the first Contract Year in the footnotes as that is not applicable.
Part C
Comment 16: Please include a complete list or diagram of all persons directly or indirectly controlled by or under common control with the Depositor or the Registrant in the pre-effective amendment as required by Item 28 of Form N-4.
Response 16: A list of all persons directly or indirectly controlled by or under common control with the Depositor or the Registrant will be included in each pre-effective amendment as required by Item 28 of Form N-4.
Initial Summary Prospectus (“ISP”)
Comment 17: Please make sure that the disclosures in the ISP match what are in the statutory prospectus. I note particularly the Withdrawal disclosures in ISP.
Response 17: The ISP that will be included as an exhibit in each pre-effective amendment will include disclosures that will match those in the corresponding statutory prospectus.
COMMENTS RECEIVED ON FEBRUARY 23, 2024, TO THE ACCUMULATOR 7.0 AND ACCUMULATOR 6.0 REGISTRATION STATEMENTS:
Accumulator 7.0 Exchange Offer Supplement (Compared to 8.1 version)
Comment 1: In the “Optional Benefit Expenses” portion of the “Features and Benefits” table, please indicate whether the 0.65% annual charge for the Greater of 3% Roll-up to Age 85 or Annual Ratchet to Age 85 enhanced death benefit is the current charge, the maximum charge, or both.
Response 1: Because the “Greater of 3% Roll-up to Age 85 or Annual Ratchet to Age 85” enhanced death benefit does not have a reset option, the 0.65% annual charge is both the current and the maximum charge. We have revised the applicable portion of the Features and Benefit table to so indicate.
Accumulator 7.0 Prospectus (Compared to 8.1 version)
Comment 2: Why deletion of the “Annual Ratchet” in the Special Terms section of the prospectus?
Response 2: Thank you for this catch. We have restored the description of the “Annual Ratchet” in the Special Terms section of the prospectus.
Comment 3: In the “Highest Annual Cost” column of the “FEES AND EXPENSES” section of the Key Information Table, please identify the GMIB associated with the Highest Annual Cost.
Response 3: As requested, we added that the GMIB with the 6.5% Roll-up was used when calculating the Highest Annual Costs of the Contract.
Comment 4: In the “Examples” subsection in the “FEES AND EXPENSES TABLES” section, in the last line of the second paragraph before the tables, please identify which GMIB is being used.
Response 4: As requested, we identified that the GMIB with the 6.5% Roll-up was used when calculating the figures in the Examples.
Comment 5: In the “Optional Benefits” subsection in the “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” section, please delete the Excess Withdrawals sentence as it is not applicable.
Response 5: Thank you for this catch. We have deleted the sentence in question.
Comment 6: Please highlight the sentence (by breaking it off into a new paragraph) immediately after the Excess Withdrawals sentence that was deleted in the “Optional Benefits” subsection in the “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” section to highlight this good disclosure.
Response 6: We have broken off into a new paragraph and bolded the sentence in question to highlight its importance.
Comment 7: As you did in the Accumulator 8.1 prospectus, please delete the sentence about the 5% limitation on the Withdrawal Charge if a non-life contingent annuity payout option with a period certain of more than 5 years is elected in the second paragraph of the “Withdrawal Charge” subsection in the “CHARGES AND FEES” section because it is not applicable.
Response 7: We have made this deletion as requested.
Comment 8: In the “Certain Withdrawals” subsection of the “CHARGES AND FEES” section, please consider deleting “with or without the Greater of 5% (or 6%) Roll-up to Age 85 or Annual Ratchet to age 85 enhanced death benefit” because this phrase makes a distinction without a difference.
Response 8: We have made this deletion as suggested.
Comment 9: I noticed inconsistencies in your capitalization of “Roll-up” in the prospectus. Sometimes it shows as “Roll-Up” and sometimes as “Roll-up”. Please be consistent throughout.
Response 9: We Replaced “Roll-Up” throughout the prospectus with “Roll-up” each time it was used.
Comment 10: I noticed a couple of locations where “prorated” was used instead of “pro-rated”. Please be consistent.
Response 10: We replaced “prorated” with “pro-rated” in each instance.
Comment 11: In the second paragraph of the “Additional Contributions” subsection of “THE ANNUITY CONTRACT” section, please verify that the change from “Texas” (as shown in the Accumulator 8.1 prospectus) to “Oregon” in this Accumulator 7.0 prospectus is appropriate.
Response 11: We hereby verify that this variation between states where additional contributions may be accepted is correct.
Comment 12: At the end of the first sentence of the “Calculating Your Roll-up Benefit Base Following a Transfer” subsection within the “TRANSFERS AMONG YOUR INVESTMENT OPTIONS” section, please add the word “corresponding” before “GMIB” to enforce that the information applies to both GMIB options.
Response 12: We have made this insertion as suggested.
Comment 13: In the first sentence of the second paragraph in the “ANNUITY OPTIONS” section, I noticed the usage of “payout” rather than “annuity payout”, which is used elsewhere. Please be consistent within and across prospectuses.
Response 13: We have changed “payout” to “annuity payout” throughout the prospectus, as appropriate, to be more consistent.
Comment 14: In the “Annuity Maturity Date” subsection of the “ANNUITY OPTIONS” section, please delete the last cross reference because it applied to the GWBL, which is not available through the Accumulator 7.0 product.
Response 14: We have made the deletion as requested.
Comment 15: In the “Death Benefits” table under the “BENEFITS AVAILABLE UNDER THE CONTRACTS” section, in the row describing the “Greater of 3% Roll-up to Age 85 or Annual Ratchet to Age 85,” the fourth bullet in the last column indicates that this death benefit is only available with the GMIB. Where is this supported by other disclosure in the prospectus? Also, clarify which GMIB - any GMIB or a specific one?
Response 15: We have determined that this bulleted item was included in error and have consequently deleted it.
Comment 16: In the “Living Benefits” table under the “BENEFITS AVAILABLE UNDER THE CONTRACTS” section, in the row describing the “Guaranteed Minimum Income Benefit (“GMIB”) with 6.5% Roll-up,” the fourth bullet in the last column indicates that if this livi
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CORRESP
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filename1.htm
VENERABLE LETTERHEAD
J. NEIL MCMURDIE
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
PHONE: (860) 944-4114 | EMAIL: neil.mcmurdie@venerable.com
March 18, 2024
CORRESPONDENCE FILING VIA EDGARLINK
Mr. Sonny Oh
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549- 8629
Re:
Venerable Insurance and Annuity Company
Separate Account EQ of Venerable Insurance and Annuity Company, File No. 811-08524
• Initial Registration Statements on Form N-4 for
• Accumulator Series (8.1), File No. 333-273496
• Accumulator Series (7.0), File No. 333-273498
• Accumulator Series (6.0), File No. 333-273497
Dear Mr. Oh:
On behalf of Venerable Insurance and Annuity Company (the “Company” or “VIAC”) and Separate Account EQ of Venerable Insurance and
Annuity Company (the “Separate Account”), we are filing this correspondence with the U.S. Securities and Exchange Commission (the “Commission”) in response to your:
•
March 8, 2024, comments, delivered by conference call, to our revisions to the prospectus, Part C, and Initial Summary Prospectus for the
above-referenced Accumulator 8.1 registration statement that we included in a correspondence filing via EDGAR on February 23,2024; and
•
February 23, 2024 comments, delivered by conference call, to our revisions to the initial registration statements and accompanying supplements for
the above referenced Accumulator 7.0 and Accumulator 6.0 initial registration statements on Form N-4 (collectively with the Accumulator 8.1 registration statement, the “Registration Statements” and each individually, the “Registration
Statement”).
Along with this letter, we have included revised versions of each prospectus and the accompanying Exchange Offer Supplements, (the
“Proposed Amendments”). We have not included any of the initial summary prospectuses (“ISPs”), but instead represent that the disclosures in the ISPs, which will be included as exhibits in our pre-effective amendments, will match those corresponding
disclosures from the prospectuses. Please note that the Proposed Amendments include changes made in response to your comments and other changes made to improve the disclosures and to conformed the changes across each of the documents, as applicable.
Courtesy pdf copies of the Proposed Amendments, marked to show the changes we made to the versions you most recently commented on will be provided via email shortly after this filing.
For convenience, each of your comments is set forth in full below, followed by the Company’s responses.
COMMENTS RECEIVED ON MARCH 8, 2024, TO THE ACCUMULATOR 8.1 REGISTRATION STATEMENT:
Prospectus
Comment 1: In footnote 1 to the
“Ongoing Fees and Expenses (annual charges)” row in the “FEES AND EXPENSES” table within the “KEY INFORMATION” section, please delete the sentence
about the annual $30 Administrative Charge being converted into a percentage because it is unnecessary.
Response 1: We have made that
deletion as requested.
Comment 2: In the “Transaction
Expenses” table within the “FEES AND EXPENSES TABLES” section, please revert back to the way it was before without the parentheticals in the tables
about waivers and current costs – with that information in the footnote.
Response 2: We made these
revisions as requested.
Comment 3: In the “Certain
Withdrawals“ disclosures of the “Withdrawal Charge” subsection within the “CHARGES AND FEES” section, please replace “6% Roll-up to Age 85 benefit base” with “GMIB Roll-up Benefit Base” and move the definition of “Roll-up Benefit Base” here from page
59 of the courtesy marked pdf copy sent with the last correspondence filing..
Also, make the next sentence consistent with the changes made, including being consistent with “beginning of the Contract Year”
placement.
Response 3: We have made the
revisions as requested.
Comment 4: In the “Credits”
subsection of “THE ANNUITY CONTRACT” section where there is reference to the “Order” received by the company to allow recapture of Credits, please
replace “Order” with “an exemptive order (an “Order”)”.
Response 4: We made this
revision as requested.
Comment 5: In the
cross-reference at the end of the third paragraph of the “Calculating Your Roll-up Benefit Base Following a Transfer” subsection in the “TRANSFERS AMONG
YOUR INVESTMENT OPTIONS” section, please delete “Annual Ratchet to Age 85 Death Benefit (“Annual Ratchet DB”)” because it does not have a roll-up benefit reset. Also, please delete “Enhanced Death Benefit” the first time used to match the
actual title of the heading.
Response 5: We have made the
revisions as requested.
Comment 6: In the second
paragraph of the “Partial Withdrawals (All Contracts)” subsection of the “WITHDRAWALS” section, please add “, in general,” after “also” in the first
sentence. In addition, please change “6% Roll-up to Age 85 benefit base” to “Roll-up Benefit Base” to be consistent with the change made in response to Comment 3. Also please revise to indicate that the Withdrawal Charge is waived for amounts
exceeding the greater of the free withdrawal amount or the Guaranteed Annual Withdrawal Amount.
Response 6: We have made the
revisions as requested.
Comment 7: In the “Loans” row of
the “Other Benefits” table in the “BENEFITS AVAILABLE UNDER THE CONTRACT” section, add “of the loan reserve account” after the “2.00%” in the fourth
column and delete the footnote as it is unnecessary.
Response 7: We have made these
revisions as requested.
Comment 8: In the “DEATH BENEFITS” section, please look at the EFLIC contract and prospectus on the definition and usage of the “Standard Death Benefit” to make sure the
disclosures are consistent.
Response 8: Thank you for this
comment. We have revised the disclosures to reflect that if no enhanced death benefit was elected when the contract was issued, then the death benefit in effect is the greater of the Account Value or the Standard Death Benefit.
Comment 9: Please add the
cross-reference at the end of the “Standard Death Benefit” subsection of the “DEATH BENEFITS” section to the end of the subsections describing the
other death benefits.
Response9: We have inserted the
cross-reference as requested.
Comment 10: In the first bullet
of the second paragraph of the “Annual Ratchet to Age 85 Death Benefit (“Annual Ratchet DB”)” subsection of the “DEATH BENEFITS” section, please
delete the text about adjustments for withdrawals after “Your total contributions” because the adjustment for withdrawals are detailed in the bullets of the third paragraph of that subsection.
Response 10: We have made the
deletion as requested.
Comment 11: Please confirm that
the last sentence of the first paragraph in the “Greater of 6% Roll-up to Age 85 or the Annual Ratchet to Age 85 Enhanced Death Benefit” subsection within the “DEATH BENEFITS“ section is correct.
Response 11: We confirm that the
statement that the Greater of 6% Roll-up to Age 85 or the Annual Ratchet to Age 85 Enhanced Death Benefit was only available if the GMIB was elected is correct.
Comment 12: Please revise the
last sentence of the “GMIB Benefit Base” disclosures in the “Guaranteed Minimum Income Benefit (“GMIB”)” subsection of the “OPTIONAL LIVING BENEFITS”
section to read as follows: “If the GMIB is exercised, the GMIB base is reduced by any applicable Withdrawal Charge.”
Response 12: We have made this
revision, as requested.
Comment 13: Please insure there
is a cross-reference to the “Roll-up Benefit Base Reset” subsection in the “DEATH BENEFITS” section at the end of the first paragraph of the “GMIB
Roll-up Benefit Base may also be eligible for resets” disclosures in the “Guaranteed Minimum Income Benefit (“GMIB”) subsection of the “OPTIONAL LIVING
BENEFITS” section.
Response 13: We confirm that the
requested cross reference is where requested.
Comment 14: Please revise the
last sentence of the “Account for Special Money Market DCA Program” disclosure in the “Dollar Cost Averaging (“DCA”)” subsection within the “OTHER BENEFITS”
section to add “Account for” before reference to the Special Money Market DCA Program.
Response 14: We have made this
correction as requested.
Comment 15: Please reconcile the
footnotes on each page of “APPENDIX G – RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT” with the earlier disclosures in the “Additional
Contributions” disclosures within the “GWBL” subsection of the “OPTIONAL LIVING BENEFITS” section where there is no mention of the first contract
year.
Response 15: We have deleted the
reference to the first Contract Year in the footnotes as that is not applicable.
Part C
Comment 16: Please include a
complete list or diagram of all persons directly or indirectly controlled by or under common control with the Depositor or the Registrant in the pre-effective amendment as required by Item 28 of Form N-4.
Response 16: A list of all
persons directly or indirectly controlled by or under common control with the Depositor or the Registrant will be included in each pre-effective amendment as required by Item 28 of Form N-4.
Initial Summary Prospectus (“ISP”)
Comment 17: Please make sure
that the disclosures in the ISP match what are in the statutory prospectus. I note particularly the Withdrawal disclosures in ISP.
Response 17: The ISP that will
be included as an exhibit in each pre-effective amendment will include disclosures that will match those in the corresponding statutory prospectus.
COMMENTS RECEIVED ON FEBRUARY 23, 2024, TO THE ACCUMULATOR 7.0 AND ACCUMULATOR 6.0 REGISTRATION STATEMENTS:
Accumulator 7.0 Exchange Offer Supplement (Compared to 8.1 version)
Comment 1: In the “Optional
Benefit Expenses” portion of the “Features and Benefits” table, please indicate whether the 0.65% annual charge for the Greater of 3% Roll-up to Age 85 or Annual Ratchet to Age 85 enhanced death benefit is the current charge, the maximum charge, or
both.
Response 1: Because the
“Greater of 3% Roll-up to Age 85 or Annual Ratchet to Age 85” enhanced death benefit does not have a reset option, the 0.65% annual charge is both the current and the maximum charge. We have revised the applicable portion of the Features and Benefit
table to so indicate.
Accumulator 7.0 Prospectus (Compared to 8.1 version)
Comment 2: Why deletion of the
“Annual Ratchet” in the Special Terms section of the prospectus?
Response 2: Thank you for this
catch. We have restored the description of the “Annual Ratchet” in the Special Terms section of the prospectus.
Comment 3: In the “Highest
Annual Cost” column of the “FEES AND EXPENSES” section of the Key Information Table, please identify the GMIB associated with the Highest Annual Cost.
Response 3: As requested, we
added that the GMIB with the 6.5% Roll-up was used when calculating the Highest Annual Costs of the Contract.
Comment 4: In the “Examples”
subsection in the “FEES AND EXPENSES TABLES” section, in the last line of the second paragraph before the tables, please identify which GMIB is
being used.
Response 4: As requested, we
identified that the GMIB with the 6.5% Roll-up was used when calculating the figures in the Examples.
Comment 5: In the “Optional
Benefits” subsection in the “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” section, please delete the Excess Withdrawals sentence as it is not
applicable.
Response 5: Thank you for this
catch. We have deleted the sentence in question.
Comment 6: Please highlight the
sentence (by breaking it off into a new paragraph) immediately after the Excess Withdrawals sentence that was deleted in the “Optional Benefits” subsection in the “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT” section to highlight this good disclosure.
Response 6: We have broken off
into a new paragraph and bolded the sentence in question to highlight its importance.
Comment 7: As you did in the
Accumulator 8.1 prospectus, please delete the sentence about the 5% limitation on the Withdrawal Charge if a non-life contingent annuity payout option with a period certain of more than 5 years is elected in the second paragraph of the “Withdrawal
Charge” subsection in the “CHARGES AND FEES” section because it is not applicable.
Response 7: We have made this
deletion as requested.
Comment 8: In the “Certain
Withdrawals” subsection of the “CHARGES AND FEES” section, please consider deleting “with or without the Greater of 5% (or 6%) Roll-up to Age 85 or
Annual Ratchet to age 85 enhanced death benefit” because this phrase makes a distinction without a difference.
Response 8: We have made this
deletion as suggested.
Comment 9: I noticed
inconsistencies in your capitalization of “Roll-up” in the prospectus. Sometimes it shows as “Roll-Up” and sometimes as “Roll-up”. Please be consistent throughout.
Response 9: We Replaced
“Roll-Up” throughout the prospectus with “Roll-up” each time it was used.
Comment 10: I noticed a couple of
locations where “prorated” was used instead of “pro-rated”. Please be consistent.
Response 10: We replaced
“prorated” with “pro-rated” in each instance.
Comment 11: In the second
paragraph of the “Additional Contributions” subsection of “THE ANNUITY CONTRACT” section, please verify that the change from “Texas” (as shown in
the Accumulator 8.1 prospectus) to “Oregon” in this Accumulator 7.0 prospectus is appropriate.
Response 11: We hereby verify
that this variation between states where additional contributions may be accepted is correct.
Comment 12: At the end of the
first sentence of the “Calculating Your Roll-up Benefit Base Following a Transfer” subsection within the “TRANSFERS AMONG YOUR INVESTMENT OPTIONS”
section, please add the word “corresponding” before “GMIB” to enforce that the information applies to both GMIB options.
Response 12: We have made this
insertion as suggested.
Comment 13: In the first sentence
of the second paragraph in the “ANNUITY OPTIONS” section, I noticed the usage of “payout” rather than “annuity payout”, which is used elsewhere.
Please be consistent within and across prospectuses.
Response 13: We have changed
“payout” to “annuity payout” throughout the prospectus, as appropriate, to be more consistent.
Comment 14: In the “Annuity
Maturity Date” subsection of the “ANNUITY OPTIONS” section, please delete the last cross reference because it applied to the GWBL, which is not
available through the Accumulator 7.0 product.
Response 14: We have made the
deletion as requested.
Comment 15: In the “Death
Benefits” table under the “BENEFITS AVAILABLE UNDER THE CONTRACTS” section, in the row describing the “Greater of 3% Roll-up to Age 85 or Annual
Ratchet to Age 85,” the fourth bullet in the last column indicates that this death benefit is only available with the GMIB. Where is this supported by other disclosure in the prospectus? Also, clarify which GMIB - any GMIB or a specific one?
Response 15: We have determined
that this bulleted item was included in error and have consequently deleted it.
Comment 16: In the “Living
Benefits” table under the “BENEFITS AVAILABLE UNDER THE CONTRACTS” section, in the row describing the “Guaranteed Minimum Income Benefit (“GMIB”)
with 6.5% Roll-up,” the fourth bullet in the last column indicates that if this livi