SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 [INSERT RIVERSOURCE LETTERHEAD]

April 5, 2022

 VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
 RiverSource Variable Account 10

Initial Registration Statement on Form N-4

File Nos. 333-262312; 811-07355 (“RAVA Apex”)

 RiverSource Variable Account 10

Initial Registration Statement on Form N-4

File Nos. 333-262313; 811-07355 (“RAVA Vista”)

 RiverSource of New York Variable Annuity Account

Initial Registration Statement on Form N-4

File Nos. 333-262387; 811-07623 (“RAVA Apex NY”)

 RiverSource of New York Variable Annuity Account

Initial Registration Statement on Form N-4

File Nos. 333-262389; 811-07623 (“RAVA Vista NY”)

 Dear Commissioners:

 On behalf of RiverSource Variable
Account 10 (the “Registrant”), RiverSource Life Insurance Company (the “Company”), RiverSource of New York Variable Annuity Account (the “NY Registrant”) and RiverSource Life Insurance Co. of New York (the “NY
Company”) we are filing as Correspondence a letter responding to comments with respect to the above-referenced Registration Statements on Form N-4 (the “Response Letter”) for certain deferred
variable annuity contracts (the “Contracts”).

 The Response Letter addresses oral comments provided by the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) on March 25, 2022. For the Staff’s convenience, each comment is set forth in full below, followed by the Registrant’s response. At the appropriate time, we will file Pre-Effective Amendments No. 1 to the Registration Statements, which will reflect all changes made in response to the Staff’s comments, as well as any missing information.

We note that the Staff did not provide separate comments on the registration statements for RAVA Apex NY and RAVA Vista NY. These registration statements have
been revised in accordance with the comments received on RAVA Apex and RAVA Vista, respectively.

 U.S. SEC

April 5, 2022

  Page
 2
 of 12

 RAVA APEX

General

1.
 Please confirm that all missing information, including all exhibits, will be filed in a pre-effective amendment to each registration statement. We may have further comments when you supply the omitted information.

RESPONSE: The Company confirms that all missing information, including all exhibits, will be filed in a
pre-effective amendment to each registration statement.

2.
 Please clarify supplementally whether there are any types of guarantees or support agreements with third
parties to support any policy features or benefits, or whether the Company will be solely responsible for any benefits or features associated with the Policy.

RESPONSE: The Company confirms that Company will be solely responsible for any benefits or features associated with the Contract.

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

RESPONSE: The Company will include a power of attorney that specifically authorizes the filing of this registration statement in a pre-effective amendment.

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

RESPONSE: The Company will include the date of all future filings at the top of the EDGAR facing sheet.

Cover Page

5.
 Reference to “the Contract” is not always capitalized. Please be consistent when referring to the
Contract. Please also consider capitalizing all key terms throughout the prospectus so that a reader is made aware that a term is a defined term.

RESPONSE: The Company will ensure that defined terms are properly capitalized when it files a
pre-effective amendment to the registration statement.

6.
 Please make “contracts” singular, as the prospectus relates to only one contract.

 RESPONSE: The Company has made the requested revision.

7.
 Please revise “material state variations and distribution channels” to read “state and
distribution channel variations.”

 U.S. SEC

April 5, 2022

  Page
 3
 of 12

 RESPONSE: The Company currently has one distribution channel. Accordingly, the Company
has revised the disclosure to refer only to “material state variations.”

8.
 With respect to the sentence “Upon cancellation, you will receive either a full refund of the amount you
paid with your application or your total contract value,” please explain how this is determined (e.g., the greater of amount paid or Policy Value). Please also clarify whether any charges deducted during the free look period will be added to
the refund of Policy Value.

 RESPONSE: The Company has revised the disclosure to read: . “If you are a new
investor in the RiverSource RAVA Apex Variable Annuity, you may cancel your contract within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. Upon cancellation, you will receive your
Contract Value and will not be assessed any fees or penalties on that amount. Alternatively, if state law requires, you will instead receive a refund of purchase payments and will not be assessed any fees or penalties. You should review
this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.”

 Key
Terms (pages 4-5)

9.
 Consider including “investment options” as a Key Term, which is used throughout the prospectus.

 RESPONSE: The Company has added “Investment Options” to the Key Terms.

10.
 Please also include a definition for the terms “Surrender” and “Partial Surrender” in the
Key Terms, noting that sometimes a partial surrender is also referred to as a withdrawal.

 This should be in the Key
Terms even though the disclosure notes on page 10 that “Throughout this prospectus when we use the term “Surrender” it includes the term “Withdrawal.”

Please also consider using one of these terms consistently throughout the prospectus (and any other multiple defined terms that mean the same
thing). Intermingling the term “withdrawals” with the term “partial surrenders” in certain sections potentially adds unnecessary confusion

RESPONSE: The Company has added a defined term “Partial Surrender,” including the reference to the term withdrawal. Because
“surrender” has a commonly understood meaning, we have not added a definition of the term.

11.
 Please revise the Key Terms describing the “Funds,” “Subaccount” and “Variable
Account” to clearly define the funds relative to the definition of subaccounts and variable account.

RESPONSE: The Company has revised the Key Terms accordingly.

 U.S. SEC

April 5, 2022

  Page
 4
 of 12

12.
 Please include the Key Term “Separate Account.”

RESPONSE: In order to be consistent with comments received on the Annuity Template filing, the Company has added the term “Separate
account” as a Key Term and revised the definition of “Variable account” as follows:

 Separate account: An insulated
segregated account, the assets of which are invested solely in the underlying Funds. We call this the Variable account.

 Variable
account: RiverSource Variable Account 10, a separate account established to hold contract owners’ assets allocated to the Subaccounts, each of which invests in a particular Fund.

Important Information You Should Consider About the Contract (pages 6-9)

13.
 Please condense the description of Charges for Early Withdrawals down a bit, which should alert investors to
the fact that there are high exit charges for these products, but not include all details for those charges. This will also aid, in part, to reducing the length of the KIT, which seems a bit too long, and ideally should be 2-3 pages.

 RESPONSE: The Company has made the requested revisions.

14.
 The Contract Administrative Charge should be rolled into Base Contract expenses. Please confirm that the Base
Contract fees are calculated in accordance with Form N-4, Item 2(i)(D).

RESPONSE: The Company has eliminated the separate listing of the Contract Administrative Charge and will roll that charge into Base
Contract expenses in accordance with Item 2(i)(D) in a pre-effective amendment.

15.
 The Optional benefits available for an additional charge maximum should be based on current charges (i.e.,
0.95%).

 RESPONSE: The Company has made the requested revision.

16.
 Please delete footnotes 2 and 3, which are not permitted by the form.

RESPONSE: The Company has made the requested revision.

17.
 Please change “Fund assets” to “Fund net assets” if correct.

RESPONSE: The Company has made the requested revision.

18.
 Please do not separate the Lowest and Highest Annual Cost Table from the narrative explanation as the narrative
should precede the table (i.e., remove borderline).

 RESPONSE: The Company has made the requested revision.

 U.S. SEC

April 5, 2022

  Page
 5
 of 12

19.
 In the table showing the lowest annual cost, revise the third bullet to include “contract classes,”
per Form N-4, Item 2(ii)(B).

 RESPONSE: Pursuant to comments received by
the Staff on March 23, 2022 on its Annuity Template filing, the Company has revised the third bullet in the lowest annual cost column and the highest annual cost column in a manner that is consistent with those comments. The disclosure has been
revised as follows:

•

 Least expensive combination of Contract features and Fund fees and expenses.

20.
 Most expensive combination of Contract features, optional benefits and Fund fees and expenses. Under Tax
Implications, in the third bullet, for clarity insert “10%” before “tax penalty.”

 RESPONSE:
The Company has made the requested revision.

 Overview of the Contract (pages 10-11)

21.
 Under “Purpose,” consider putting the last sentence in bold.

RESPONSE: The Company has made the requested revision.

22.
 In the penultimate sentence of the first paragraph under “Death Benefits,” please use the name of the
death benefit (i.e., the Contract Value Death Benefit).

 RESPONSE: The Company has made the requested revision.

23.
 In the first paragraph under “Death Benefits,” for clarity insert “If you elect the Contract
Value Death Benefit” at the beginning of the last sentence.

 RESPONSE: The Company has made the requested
revision.

24.
 Please revise the second paragraph under “Death Benefits” to state which optional death benefit(s) an
Owner may be eligible to elect at the time the Contract is purchased. Please be clear whether it is a single death benefit or multiple death benefits. We note the disclosure refers both to “this optional death benefit” and “optional
death benefits.”

 RESPONSE: The Company has revised the language to list the available optional death
benefits. The Benefit Protector Death Benefit is available with the MAV Death Benefit or the 5-Year MAV Death Benefit, so it is possible for a contract owner to elect optional death benefits. We have clarified
the language accordingly.

25.
 In the third sentence under Surrenders, please indicate whether the sentence means that both full and partial
surrenders are subject to charges and income taxes.

 U.S. SEC

April 5, 2022

  Page
 6
 of 12

 RESPONSE: The Company has revised the language to be clear that charges and income
taxes apply to both full and partial surrenders.

26.
 Please revise the last sentence under Surrenders in accordance with Comment 10 under Key Terms.

 RESPONSE: The Company has made the requested revision.

Fee Table and Examples (pages 12-14)

27.
 Please delete “Mortality and Expense Risk Fee” from the Base Contract Expenses table. All ongoing
percent-based charges should be included in Base Contract Expenses.

 RESPONSE: The Company has made this change.

28.
 In the Optional Benefits Expenses table, for consistency with the fee presentation for the other optional death
benefits, consider showing a maximum and current fee for all Optional Benefit Expenses.

 RESPONSE: The Company has
made the requested revision.

29.
 For the MAV Death Benefit and 5-year MAV Death Benefit, the disclosure
states “If you choose one of the above optional death benefits we will add the rider fee to your mortality and expense risk fee.” How is this different from the two benefits below? What is the reason for adding it to the M&E fee?

 RESPONSE: The rider fee for the MAV Death Benefit and the 5-Year MAV
Death Benefit is assessed on a daily basis (like the M&E Fee) in calculating the Subaccount unit values. The rider fees for the other death benefits are charged against Account Value annually on the Contract anniversary. We have revised the
disclosure to clarify that the MAV Death Benefit and 5-year MAV Death Benefit are not “added to” the M&E fee, but rather are assessed daily in addition to the M&E.

30.
 In the “Total Annual Funds Expenses Table, per Form N-4 Item 4,
please change the language to “management fees, distribution and or service (12b-1) fees, and other expenses).”

RESPONSE: The Company has made the requested revision.

31.
 Consider relocating the disclosure before the footnotes to after the footnotes in order not to obscure the
footnote disclosure (as this disclaimer is not a form requirement).

 RESPONSE: The Company has made the requested
revision.

 U.S. SEC

April 5, 2022

  Page
 7
 of 12

 The Variable Account and the Funds (page 16)

32.
 Under “Fund name and management,” please replace “A fund underlying your contract” with
“An underlying fund,” as this term will be included in the defined term “Funds” as proposed in the revised definition of “Funds” for RAVA 5 Advantage.

RESPONSE: The Company has made the requested revision.

33.
 Under “Eligible purchasers,” please delete “the” before “underlying investment
options,” as underlying investment options could include more than just the funds.

 RESPONSE: The Company has
made the requested revision.

 The Fixed Account (page 20)

34.
 In the fourth sentence of the first paragraph, please consider including a cross reference to a State
Variations appendix which includes each minimum guaranteed interest rate.

 RESPONSE: In lieu of adding a cross
reference to a State Variations appendix, the Company has revised the disclosure to follow industry practice by including the minimum rate that will apply to any funds allocated to the Fixed Account. We note that all states follow a version on the
NAIC Standard Nonforfeiture Law for Individual Deferred Annuities, which provides for an annual adjustment to the guaranteed minimum rate, subject to an absolute floor. That model law has recently changed and the floor on the minimum rate is in the
process of being changed in many jurisdictions.

 Buying Your Contract (page 22)

35.
 Under Free Look, in the parenthetical at the end of the paragraph, for clarity, replace “the law”
with “state law” and insert, if true, “if greater than contract value.”

 RESPONSE: The Company
has revised the disclosure to read: You may return your Contract to your financial advisor or to our Service Center within the time stated on the first page of your Contract and receive a full refund of the Contract value. The valuation date will be
the date your request is received by your financial advisor or at our Service Center. We will not deduct any Contract charges or fees from your Contract value (except for fees assessed daily on assets in the Variable Account). You bear the
investment risk from the time of purchase until you return the Contract; the refund amount may be more or less than the payment you made. (Exception: If state law requires, we will refund your purchase payments instead of the Contract value and we
will not deduct any fees or penalties.)

 U.S. SEC

April 5, 2022

  Page
 8
 of 12

 Charges: Transaction Expenses (page 25-26)

36.
 Under Contingent Events, for clarity, please consider using the subheading “Nursing Home or Hospital
Confinement,” which is used in the Benefits Table, f