SecProbe.io

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 Dodie C. Kent

Partner

 Eversheds Sutherland (US) LLP

1114 6th Ave, New York, NY 10036

 November 18, 2022

VIA EDGAR and E-MAIL

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Jaea Hahn, Esq.

Senior Counsel

 Division of Investment Management –

Disclosure Review and Accounting Office

Re:
 Gainbridge Life Insurance Company

 Registration Statement on Form S-1

 File No. 333-266211

Dear Ms. Hahn:

 This letter, which we have filed as
Correspondence, responds to the comments you conveyed to me via email on September 30, 2022 with regard to the above-referenced Registration Statement on Form S-1. Along with this letter, we have included
a revised prospectus reflecting the Company’s revisions in response to the Staff’s comments. A courtesy blackline reflecting the changes will be provided to the Staff.

For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response. Once the Staff has reviewed the
Company’s responses, the Company hopes to clear any additional Staff comments by December 15, 2022. At the appropriate time, the Company will file a pre-effective amendment reflecting all revisions
and any currently missing information, including any necessary financial statements, and file an acceleration request in which it will seek effectiveness no later than January 6, 2023 or as soon as practicable thereafter.

General

1.
 Comment: Please confirm that all missing information, including the name of the Contract, all
appendices, exhibits and financial statements, will be filed in a pre-effective amendment to the registration statement. We may have further comments when you supply the omitted information. If the
registration statement will go effective 135 days after the end of the Company’s last fiscal year end, interim financial statements required by rule 3-12 of Regulation
S-X will need to be included.

 Response: The Company confirms that
all missing information, including the name of the Contract, all appendices, exhibits and financial statements, including unaudited financial statements for the period ended September 30, 2022, will be filed in a
pre-effective amendment.

Table of Contents

2.
 Comment: Supplementally, please inform us whether there are any types of guarantees or support
agreements with third parties to support any Contract features or benefits, or whether the Company will be solely responsible for any benefits or features associated with the Contract.

Response: There are no third-party guarantees or support agreements supporting the Contracts. The Company is solely responsible for any
benefits or features associated with the Contract.

3.
 Comment: The prospectus should include the legend on the back cover page required by Item 502(b) of
Regulation S-K.

 Response: The Company has included the dealer
prospectus delivery obligation legend on the back cover page of the prospectus in a manner that is consistent with those legends included in other registered index-linked annuity contract prospectuses in response to this requirement. The legend does
not include a date, which is appropriate in that the contract is a continuous offering.

 Cover Page

General Comments

4.
 Comment: The cover page of the prospectus states that sales of the product are not subject to state
or federal suitability requirements:

a.
 Please clarify supplementally why this is the case, including a discussion of whether there are otherwise
relevant rules or regulations (e.g., FINRA rules or state-adopted NAIC model regulations) and, if so, why they do not apply.

Response: The FINRA suitability rules, the SEC’s Regulation Best Interest, and the NAIC Suitability in Annuity Transactions Model
Regulation (#275) are applicable when a recommendation is made to an annuity purchaser. The Contract will be offered solely through direct response efforts and the Gainbridge internet website. The Gainbridge website is styled throughout as a site
for direct investors who want to make their own investment decisions. As a result, there would be no Contract-related transactions that result from the recommendation of a broker-dealer/insurance producer, and therefore no suitability requirements
are applicable to Gainbridge’s “direct-to-consumers” distribution model.

As to other FINRA rules and state insurance laws (e.g., advertising, recordkeeping), we believe that they would apply to the Contract in the
same manner that they would apply to any registered index-linked annuity. In other words, irrespective of whether the Contract is offered through a broker-dealer that makes recommendations of the product,
non-suitability FINRA rules and state insurance laws are applicable.

 2

Table of Contents

b.
 In addition, please supplementally identify any suitability and supervisory practices the issuer will put in
place on its own for sales of the product or, if there are no plans for any, clarify supplementally the basis for your belief that there is no need for such practices.

Response: As indicated above, there will be no recommendations of the Contract made by the issuer or the broker-dealer. Therefore,
there will be no suitability review practices in place. The underwriter of the Contract has entered into an underwriting agreement with the Company under which it has expressly agreed to satisfy its transaction review obligations under FINRA Rule
3110 Supervision. Pursuant to the FINRA Rule 3110, the underwriter shall take all reasonable and appropriate measures to ensure that applications submitted are accurate, complete, compliant and approved by a qualified registered principal associated
with the underwriter.

c.
 Please clarify whether XYZ Broker-Dealer will be subject to suitability and best interest obligations with
regard to sales of the Contract, on the cover page and where appropriate within the prospectus.

 Response: We
have clarified on the cover page, in the “How can I purchase the Contract” section, the “Self-Directed Purchase Risk” subsection and the “Distribution” subsection, that J. Alden Associates, Inc. will not be subject to
suitability and best interest obligations with regard to Contract purchasers.

5.
 Comment: Please supplementally address whether state insurance laws or regulations impose any
requirements on an indexed annuity product that is sold directly to investors.

 Response: The NAIC’s
Suitability in Annuities Transactions Model Regulation (#275) exempts “[d]irect response solicitations where there is no recommendation based on information collected from the consumer” from the provisions of the model regulation. In
addition, the operative provisions of that model regulation only apply when a recommendation has been made. While we have not conducted a 50-state survey, we are not aware of any states that have laws or
regulations that specifically are directed at and/or tailored to the direct sale of an index annuity contract (fixed or registered). Nevertheless, the full panoply of state insurance laws and regulations that apply to a registered index
linked annuity that is recommended by a broker-dealer apply equally to contracts that are offered directly to consumers. In addition, we note the following specific references to direct response contracts in NAIC Model regulations:

The NAIC’s Advertisements of Life Insurance and Annuities Model Regulation (#570) (“Model 570”) has been adopted in most states
and includes a brief reference to advertisements related to “direct response techniques.” We note that this term has been in Model 570 for several decades and has historically applied to mail order, TV and radio advertisements, rather than
the more current methods of direct distribution. The focus in Model 570 is ensuring that any advertisements related to a direct response contract fairly and accurately describe any potential benefits from a cost savings perspective related to a
contract

 3

Table of Contents

using a direct response distribution structure. (See Model 570, Section 5(F)). We also note that the NAIC’s Life Insurance and Annuities Replacement Model Regulation (#613) defines
“Direct-response solicitation” to mean “a solicitation through a sponsoring or endorsing entity or individually solely through mails, telephone, the Internet or other mass communication media.” That regulation focuses on the
manner in which replacements should be handled with a direct response solicitation.

6.
 Comment: The cover page of the prospectus is three pages long. Please consider streamlining to
shorten the length; for example, by providing less detail regarding the various protection strategies. See Item 501(b) of Regulation S-K.

Response: The Company has streamlined the disclosure and reduced the length of the cover page.

Specific Comments

7.
 Comment: Given the product will be directly sold to investors, in the first paragraph, please more
clearly explain what it means to be a modified single premium individual deferred annuity contract with one or more index strategies. For example:

•

 that purchase payments will be accepted only during a 180 day period at the beginning of the contract;

•

 that there will be an accumulation phase during which contributed and credited assets can be reallocated to
one or more investment alternatives or “Strategies” (based on a fixed rate or reference index) at the end of specified investment periods;

•

 that the Company will credit or debit the investor’s account with a positive or negative return that is
based on the return of the chosen Strategy; and,

•

 during the annuity phase, depending on the settlement option the investor chooses, the Company will either
make periodic payments or a single lump payment of the investor’s contract value.

 Response: The Company
has included the disclosure near the start of the Cover Page, but the Company was unable to include it all in a single paragraph in a clear fashion.

8.
 Comment: In the second paragraph, please replace the second sentence with a statement that notes in
bold that all obligations of the Company are subject to its creditworthiness and claims paying ability, and move to the end of the paragraph.

Response: The Company has included the disclosure.

9.
 Comment: Please briefly clarify the difference between the Daily Index Credit and the Indexed
Strategy Credit (e.g., the Daily Index Credit reflects changes in the reference index throughout the Index Strategy Term while the Indexed Strategy Credit is designed to either provide downside protection at the end of the Index Strategy Term or, in
the case of a Coupon Strategy Credit, to provide some downside protection or enhance a positive return determined by the Daily Index Credit).

Response: The Company has revised the disclosure to clarify the distinction between the Daily Index Credit and the Indexed Strategy
Credit.

 4

Table of Contents

10.
 Comment: Please highlight the first bullet in the cover page in bold.

Response: The Company has moved and revised this sentence and bolded a substantially identical sentence in this section.

11.
 Comment: In the first paragraph following the bullet points, please bold the first three sentences
(“The Buffer Credit … losses on any other day of the Indexed Strategy Term.”).

Response: The Company has bolded the subject sentences.

12.
 Comment: In the third paragraph following the Indexed Strategies bullets, you state the Company will
“always ... offer the Fixed Interest Strategy and the Coupon Strategy.” This suggests the Company in effect reserves the right not to offer either a floor or a buffer for any Term. If so, please state this in bold in the cover page as well
as in the summary section and also note in bold that in those cases the only options will either be a fixed rate option or a coupon strategy that provides downside protection of as little as less than 1%. If this reading is not correct, please
clarify supplementally what is intended by this statement. Additionally, if the disclosure is meant to suggest that the Company may at times only offer a fixed rate option, please explain supplementally and provide precedent for this statement.

 Response: The Company confirms the Staff’s reading is correct, and has included the bold statement to this
effect throughout the prospectus wherever similar disclosure appears. To be clear, the Company is not suggesting that it will offer only the Fixed Interest Strategy; the Company will offer both the Fixed Interest Strategy and the Coupon Strategy at
all times.

13.
 Comment: In the second paragraph preceding the bolded language at the end of the cover page, you
state the investor “may choose to consult with a ... financial or tax professional before making [a purchase] ... decision.” Please change this sentence to note the investor should consult with a financial professional about the
contract’s features, benefits, risks, and fees, and whether the contract is appropriate for the investor based upon his or her financial situation and objectives, and highlight this sentence in bold.

Response: The Company has revised the subject sentence and highlighted it in bold. However, given that the Gainbridge distribution
model for the Contract is a direct-to-consumer platform marketing towards self-directed investors who may not be seeking an intermediary solicitation or advice from an
intermediary investment adviser, the Company has revised the sentence to urge investors to “consider” consulting a financial professional.

14.
 Comment: In the paragraph immediately preceding the bolded language at the end of the cover page you
state the prospectus is intended to “summarize material rights and obligations under the Contract.” Please revise this sentence to state that the prospectus describes all material rights and obligations under the Contract,” and make
any further changes necessary to support the statement as revised.

 Response: The Company has revised the
subject sentence.

 5

Table of Contents

15.
 Comment: In the paragraph describing cancellation, you state the investor will receive either a full
refund of the Purchase Price or Contract Value. Please state whether the investor will receive the greater or lesser of the two amounts (e.g., that there may be investment losses the investor will bear during the cancellation period).

 Response: The Company has revised the paragraph describing cancellation and that the investor may experience
negative investment experience during the cancellation period.

 Definitions, pages 1-4

16.
 Comment: Coupon Rate: The cover page states that the Coupon Index
Strategy has a three-month term but the Coupon Rate is expressed as an annual rate. Please clarify how an investor can determine the Coupon Rate for the Strategy Term.

Response: The Company has clarified how the Coupon Rate is adjusted for the length of the Indexed Strategy Term when the Coupon Credit
is calculated.

17.
 Comment: Daily Index Credit: The defined term, “Daily
Index Credit” appears to be used in two different ways: first, to describe the index credit at the end of each business day and, second, to describe the sum of Daily Index Credits over the course of a Term (see, e.g., references
to the Daily Index Credit in the discussion of value calculations at the end of a Strategy Index Term). Please revise the prospectus so there is no confusion over which meaning is intended anywhere the term is used.

Response: Throughout the prospectus, the Daily Index Credit describes only the interest which is credited at the end of each
Business Day during the Indexed Strategy Term (including the last day of the Indexed Strategy Term). The reference to the Daily Index Credit in the discussion of value calculation on the last day of the Indexed Strategy Term refers only to the Daily
Index Credit that reflects the change in value of the Reference Index from the previous Business Day to the last day of the Indexed Strategy Term (i