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jmlpiisecresponsememocombined

MEMORANDUM

TO: Sonny Oh, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

U. S. Securities and Exchange Commission

FROM: Alison Samborn, Esq.

Associate General Counsel, Insurance Legal

DATE: April 10, 2023

SUBJECT: Response to Comments for Initial Registration Statements filed on Form S-1 for File No. 333-268090 (Jackson Market Link Pro II); File No. 333-268101 (Jackson Market Link Pro Advisory II)

This memorandum is in response to the comments you provided via telephone on April 4, 2023 for the above referenced filings. In the interest of convenience for the staff of the Securities and Exchange Commission, this memorandum provides our understanding of each of the specific comments, followed respectively by narrative responses (in bold).

Unless indicated otherwise below, the following comments and responses apply to all registration statements referenced above. The Jackson Market Link Pro II prospectus is filed concurrently herewith, marked to show the changes discussed below, and will be provided electronically. Corresponding changes will be made to the Jackson Market Link Pro Advisory II prospectus as applicable. Excerpted pages of the Jackson Market Link Pro Advisory II prospectus marked to show changes applicable to the Advisory product only have been attached to this memorandum for reference.  Any page references referenced in this memo are to the prospectus page numbers in the marked copies filed concurrently herewith.  Pre-effective amendments to both the Jackson Market Link Pro II and Jackson Market Link Pro Advisory II registration statements will subsequently be filed in response to the comments.

Summary (pp. 1 - 6)

1.In the first paragraph of the Summary, in the sentence that reads "If the Index Return is positive, the Contract credits any gains in that Index to your Index Account Option Value, subject to the Crediting Method you choose: a stated Cap Rate, Performance Trigger Rate, or Performance Boost Rate", please revise the listed Crediting Methods so that the names reflect the actual names of the Crediting Methods offered (i.e. remove "Rate" from the current disclosures).

Response: We have made this revision.

2.In the fourth paragraph of the Summary, there is a reference to the MSCI KLD 400 Social Index.  In the website previously provided in response to comments, it appears this index is simply called the MSCI KLD 400 Index.  Please confirm the name of this index and make any appropriate revisions as necessary.

Response:  We confirm that the index name is MSCI KLD 400 Social Index, so no revisions are required.          The following links should provide current reference materials on the MSCI site that reference the full name of the index:

https://www.msci.com/eqb/methodology/meth_docs/MSCI_KLD_400_Social_Index_Methodology_May2018.pdf

https://www.msci.com/documents/10199/904492e6-527e-4d64-9904-c710bf1533c6

3.In the Crediting Methods subsection of the Summary, in the last sentence of the first paragraph, please delete "Crediting Method" from the phrase "Crediting Method Term" as this terminology is not used elsewhere in the prospectus.

Response:  We have made this revision.

4.In the Summary, following the table listing the currently available combination of Crediting Methods, Protection Options, and Index Account Options, where the disclosures relating to renewal rates are located, please disclose the acceptable means of providing renewal elections to the Company.

Response:  We have made this revision and have carried it through to other disclosures regarding renewal rates elsewhere in the prospectus.

5.With regard to the Company's reservation of right to delete or add Index Account Options, please disclose that there will always be at least one Index Account Option available, and if accurate, that the available option will always be the same or similar to the options currently available under the contract.

Response:  We have made this revision.

6.In the Fixed Account subsection of the Summary, in the paragraph describing the Short Duration Fixed Account Option, please provide a brief comparison to the one year Fixed Account option (i.e. is the same crediting rate applicable to both options?).

Response: We have made this revision.

7.In the Interim Value Adjustments subsection of the Summary, please move the description of what an Interim Value adjustment is to the beginning of the subsection.  After this introduction, please start a new paragraph with further description of how Interim Value adjustments impact the Index Account Option Value proportionally.

a.    Additionally, when describing withdrawals, please also include disclosure noting that withdrawals may be further reduced by withdrawal charges.

b.    When describing positive or negative Interim Value adjustments, please also note that these adjustments could be zero.

c.    In the sentences disclosing "if the Index Value adjustment is positive, your Index Account Option Value will be decreased by less than the amount of the withdrawal" and "if the Index Value adjustment is negative, your Index Account Option Value will be decreased by more than the amount of the withdrawal" please add to both disclosures that these will be on a "less than dollar for dollar" or "more than dollar for dollar" basis.

d.    In addition, please provide additional detail around the difference between point to point crediting from Term start date to Term end date versus point to point crediting in the context of an Interim Value adjustment.

Response:  We have made these revisions.

8.In the Intra-Term Performance Lock subsection of the Summary, in the second paragraph please clarify the cross-reference so that it is clear the cross-referenced section provides full information about what happens in the event the original Index Account Option is not available on the Contract Anniversary.

Response:  We have made this revision.

9.In the Intra-Term Performance Lock subsection of the Summary, in the fourth paragraph, please make clear, if accurate, that both full and partial transfers are permitted.

Response:  We have made this revision.

10.In the Contract Overview table in the Summary, in the Withdrawal Charge row, please specify in the first sentence what is meant by "withdrawals" (i.e. does it include full and partial withdrawals, death benefits, etc.).

Response:  We have made this revision.  Please note, no withdrawal charges are assessed against death benefit payments.  This is explicitly called out in the Withdrawal Charges section of the prospectus.

11.In the Contract Overview table in the Summary, in the Charges and Expenses row, please note that the Contract imposes adjustments to Interim Value and imposes caps that in effect can limit amounts credited to less than the amount of the Index Return to date.  Also, note that in the case of withdrawal before the end of the Segment when the Index Return is negative, less protection is provided the earlier in the Term the withdrawal occurs.

Response:  We have made these revisions.

Risk Factors (pp. 7 - 10)

12.In the Limits on Investment Return subsection of Risk Factors, there is disclosure identifying that Cap, Performance Trigger, and Performance Boost Cap Rates are not annual rates.  Please include corresponding disclosure in the Buffers and Floors subsection of Risk Factors.

Response:  We have made this revision.

13.In the Buffers and Floors subsection of Risk Factors, disclosure notes that "because of the greater downside risk you assume with a Buffer Protection Option, they tend to offer greater opportunities for upside growth."  Please provide additional disclosure explaining how you get greater opportunities for upside growth.

Response:  We have made this revision.

14.In the Buffers and Floors subsection of Risk Factors, there is disclosure identifying the impact of an Interim Value adjustment on prorated Buffers.  Please include corresponding disclosure in the Limits on Investment Return subsection of Risk Factors.

Response:  We have made this revision.

15.In the Elimination, Suspension, Replacements, Substitutions, and Changes to Indexes, Crediting Methods, and Terms subsection of Risk Factors, in the Example provided in the second paragraph, the last sentence has a reference to "3 years."  Please confirm whether this reference is accurate, or if it should be "2 years."

Response:  The existing disclosure is accurate.  The sentence identified is intended to show how Index Return would be calculated at a date in the future after the substitution.  We have revised the disclosure in an attempt to make this clearer.

16. In the Elimination, Suspension, Replacements, Substitutions, and Changes to Indexes, Crediting Methods, and Terms subsection of Risk Factors, in the fourth paragraph beginning "Changes to the Cap Rates...", there is disclosure in the second to last sentence that references "guaranteed maximum Floor and guaranteed minimum Buffer."  Should this read "guaranteed minimum Floor"?

Response:  The existing disclosure is correct.  We are disclosing that the maximum amount of risk of loss the investor would be required to take on for each Protection Option will not change after their contract is issued.  For the Floor option, we reference the maximum Floor because as the Floor increases, the investor takes on increasingly more risk of loss, since this option requires them to experience loss up to the stated Floor.  After the Floor is reached, the Company begins assuming risk of loss and the investor is protected from that point on.  By contrast, as a Buffer increases, the investor takes on less risk of loss because with this option, the Company experiences all of the loss up to the stated Buffer.  After the Buffer is reached, the investor begins assuming risk of loss from that point on.  So this disclosure identifies that the highest risk of loss the investor will be required to assume under each of the Protection Options is locked in once their contract is issued.

Glossary (pp. 11 - 13)

17.In the definition for "Adjusted Index Return", in the second sentence, which begins "On any day during an Index Account Option Term...", please insert "prior to the end of the term" immediately following "...during an Index Account Option Term."

Response:  We have made this revision.

18.In the definition for "Fixed Account", instead of referring to a "stated period," please revise to identify a one year period since that is the only Fixed Account Option available.

Response:  We have made this revision.

19.The definition of “Fixed Account Option” states this is “an option within the Fixed Account.” The prospectus does not describe any compartmentalization of the Fixed Account, describing the operation only of the 1 year Fixed Account, which it notes is distinct from the Short Term Duration Fixed Account. In addition, the prospectus elsewhere (e.g., the Automatic Rebalancing section) refers to “Fixed Account Option,” when it appears “Fixed Account was intended. To avoid the potential for confusion, please delete the phrase from the prospectus, using

instead “Fixed Account” as appropriate, or clarify supplementally the basis for your belief that using this phrase is useful and appropriate.

Response:  When there is more than one option for allocation of Contract Value, we use this terminology to keep it clear.  Fixed Account is the broad term for the account in which fixed rates of interest are credited.  Within the Fixed Account, there are two options for allocation of Contract Value:  the 1-year Fixed Account (also referred to as the 1-year Fixed Account Option) and the Short Duration Fixed Account Option (though this option is only for allocation of premium in connection with an Intra-Term Performance Lock or spousal continuation and cannot be independently elected).  This structure is consistent with our description of the Index Account, the broad term for the account in which credited interest rates are tied to the combination of indexes, crediting methods, and protection options elected.  Within the Index Account, there are multiple Index Account Options available for allocation of Contract Value.  We think this terminology structure helps to make the concept of the Fixed Account and Index Account and their underlying investment options clearer for the investor.

20.In the definition for "Fixed Account Minimum Interest Rate", please disclose the actual rate.

Response:  Respectfully, the Fixed Account Minimum Interest Rate, which is guaranteed to be no lower than the minimum non-forfeiture rate, varies from year to year.  Changes to that rate, if they occur, coincide with January 1st, annually, as the minimum non-forfeiture rates are adjusted.  Because more extensive disclosure is required to explain this fully, in lieu of disclosing the current rate in the definition in the Glossary, we have instead added additional disclosures to the Fixed Account section of the prospectus where we discuss the Fixed Account Minimum Interest Rate at length, and have provided the current rate in that location along with a discussion of how we will provide notice to new investors in the event the rate changes.  Once a contract is issued, the Fixed Account Minimum Interest Rate applicable to that contract is locked in and will not change for the life of the contract.  Changes to this rate only impact new sales of the product.  We feel it would be confusing to in-force customers if we provide a current rate in the definition of the term as that current rate may not be applicable to their contract.

21.Please delete the definition and use of the term "Fixed Account Minimum Value" from the non-advisory prospectus.  This term implies that you can lose principal in the Fixed Account, which is not accurate.

Response:  We have made this revision.

22.In the definition for "Floor", please delete the parenthetical at the end of the definition.

Response:  We have made this revision.

23.In the definition for "Interim Value", in the second to last sentence, please add "and prior to the end of the term" at the end of the sentence.

Response:  We have made this revision.

The Annuity Contract (pp. 14 - 15)

24.In the third paragraph of the section titled The Annuity Contract, please revise the second bullet to identify that Index Adjustments can be zero, positive, or negative.

Response:  We have made this revision.

Contract Options (pp. 16 - 19)

25.In the Short Duration Fixed Account Option subsection in the Contract Options section of the prospectus, please clarify the cross-reference so that it is clear the cross-referenced section provides full information about what happens in the event the original Index Account Option is not available on the Contract Anniversary.

Response:  We have made this revision.

26.In the Rates of Interest We Credit subsection in the Contract Options section of the prospectus, the second sentence contains a reference to the minimum non-forfeiture rate.  If this disclosure remains in the prospectus, please disclose the minimum non-forfeiture rate.

Response:  We have made this revision.

27.In the Index Account subsection in the Contract Options section of the prospectus, in the first paragraph, please clarify that an Index Adjustment could be zero, positive, or negative.

Response:  We have made this revision.

28.In the Interim Value subsection in the Contract Options section of the prospectus, additional disclosure is still needed explaining how the prorated Index Adjustment Factors are calculated and applied.  Please explain in narrative form how this works rather than just relying upon examples in the appendix to explain it.  Please also include a formula in addition to the narrative disclosure.

Response:  We have made this revision.

29.In the Interim Value subsection in the Contract Options section of the prospectus, in the secon