SecProbe.io

CORRESP
1
filename1.htm

May 8, 2024

VIA EDGAR

David P. Mathews
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:	   New Age Alpha Variable Funds Trust (the
“Trust”) File Nos. 333-277580; 811-23944

Dear Mr. Matthews,

On March 1, 2024, the Trust
filed the above-referenced registration statement on Form N-1A (the “Registration Statement”) for the New Age Alpha Large
Core VA Fund, which is being renamed the NAA Large Core Series (the “Fund”). On April 2, 2024, you provided written comments
regarding the Registration Statement. This correspondence filing responds to those comments. For your convenience and reference, I have
summarized the comments in this letter and provided the Trust’s response to each comment below.

General Comments

 1. Comment: We note that portions of the registration statement are
incomplete. In addition, a full financial review (e.g., seed financial statements, auditor’s report, consent, etc.) must
be performed prior to declaring the registration statement effective. We will have accounting comments and may have additional other comments
on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any amendments.

Response: The
Fund acknowledges your comment.

 2. Comment: Please advise us if you have submitted or expect to submit
any exemptive applications or no-action requests in connection with your registration statement. The staff may have additional comments.
In this regard, please also clarify in the disclosure appearing on page 17 of the Prospectus (in the section entitled “Mixed and
Shared Funding”) whether the SEC exemption referred to is a mixed and shared funding order that was or will be applied for and obtained
by the Trust, or whether this is in reference to compliance or reliance by insurers and their affiliates on applicable 1940 Act sections
or other SEC exemptions or orders (See IM Guidance Update No. 2014-10 (Oct. 2014)).

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

Response: The Trust expects to submit
an exemptive application for manager-of-manager’s relief in May 2024. Along with the submission, the Trust expects to file a post-effective
amendment to the Registration Statement.

Regarding the disclosure appearing on page
17 of the Prospectus under the section entitled “Mixed and Shared Funding,” the reference to “SEC exemption” in
this section does not pertain to a specific mixed and shared funding order for the Trust. Instead, it relates to the general compliance
and reliance by insurers and their affiliates on applicable sections of the Investment Company Act of 1940 and other SEC exemptions or
orders as discussed in the SEC’s IM Guidance Update No. 2014-10 (October 2014). This guidance clarifies the methods by which expenses
are allocated fairly and equitably among various funds, including those offered through variable annuities. The Trust and the insurers
offering the variable annuities have structured their arrangements to ensure compliance with the principles set forth in the IM Guidance
Update No. 2014-10. This includes equitable allocation of expenses that are jointly incurred by multiple funds or that benefit more than
one fund, ensuring that each fund bears only its fair share of such costs.

 3. Comment: Please provide the name of the Fund’s independent
registered public accounting firm in correspondence.

Response: Cohen & Company
Ltd. is the Fund’s independent registered public accounting firm, which we will include in the pre-effective amendment to the Registration
Statement.

 4. Comment: Please inform the staff if a party other than the Fund’s
sponsor or an affiliate is providing the Fund with initial seed capital. If so, supplementally identify the party providing the seed capital
and describe its relationship with the Fund.

Response: The
Fund’s investment adviser will provide the initial seed capital.

PROSPECTUS

Fees and Expenses, page 1

 5. Comment: Please add a footnote to the fee table stating that expenses
are based on estimates for the current fiscal year.

Response: The
Fund has added the footnote.

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

Principal Investment Strategies, pages
1-2

 6. The staff notes that Item 9 of the Prospectus should provide more details
than Item 4 and should not be a verbatim retelling of
Item 4 (See IM Guidance Update No. 2014-08 (June 2014)). With that in mind, and with regard to the comments below relating to disclosure
of the Fund’s “Principal Investment Strategies” in Item 4 of the Prospectus, please consider adding the below requested
additional details or explanations to the descriptions of the Fund’s principal investment strategies to Item 9 of the Prospectus
(i.e., the “Additional Information Regarding the Fund’s Investment Objectives, Principal Investment Strategies and
Related Risks” section):

 a. Comment: Please clarify the Fund’s intended focus on investments
in “core” large capitalization securities by explaining in the disclosure what the Adviser considers to constitute the characteristics
of “value” investing and “growth” investing and how those two investment styles differ.

Response: The
Fund revised its Item 9 disclosure to address the comment.

 b. The disclosure suggests that the Fund will consider a security to be a large
capitalization security if issued by a company with a market capitalization within the range of the companies within the S&P 500 Index.
With regard to defining the Fund’s targeted market capitalization based on this Index:

 i. Comment: Please clarify what derivatives purchased by the Fund are
intended to provide exposure to (as it appears that a word or phrase is missing immediately before the parenthetical in the 3rd
bullet point of the first paragraph);

Response: The
Fund revised its disclosure to address the comment.

 ii. Comment: Also clarify in the disclosure whether the Fund’s
investments in derivatives based on indices other than the S&P 500 Index (see 4th bullet point of the first paragraph)
will provide exposure to different large capitalization ranges than that represented by the S&P 500 Index;

Response: The
Fund revised its disclosure to define “‘large-capitalization’ as companies in the top 70% of the capitalization of the
U.S. equity market for actively traded securities.”

 iii. Comment: Identify or provide examples of the large-capitalization
growth and large-capitalization value indices that the Adviser may deem appropriate for the Fund to gain exposure to via derivative instruments;
and

Response: The
Fund has removed the disclosure related to derivative instruments as it will not invest in them on a principal basis.

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

 iv. Comment: Please explain supplementally why the Fund considers a company
with market capitalization at the bottom end of the Index’s range to be a large capitalization company, and in your response, address
whether such categorization is consistent with common industry usage, classification used by mutual fund rating organizations and definitions
in recognized industry publications. See FAQs about Rule 35d-1 (Investment Company Names), Question 6 (Dec. 4, 2001).

Response: The
Fund has revised its definition of “large capitalization” to mean “large capitalization” refers to companies in
the top 70% of the capitalization of the U.S. equity market for actively traded securities. This definition is consistent with widely
accepted definitions of small, mid, and large capitalization, which generally divides these definitions into the first 10%, the next 20%,
and the next 70% of U.S. equity markets for actively traded shares.

 c. Comment: The disclosure refers to three “sleeves” of
the portfolio – “actively managed equity,” “passively managed equity,” and “actively managed fixed
income.” Please further clarify in the disclosure which components of the earlier-described primary investments of the Fund are
deemed to be within each sleeve, the anticipated contributions of each sleeve to overall Fund performance, and the expected or estimated
amounts of portfolio assets allocated to each sleeve.

Response: The
Fund has revised the principal investment strategy section and removed this reference.

 d. Comment: Please provide further explanation and examples of the Adviser’s
qualitative and quantitative securities selection processes, its credit research and other techniques it considers proprietary (in addition
to ERF), which it expects in combination to contribute to the Fund’s goal of exceeding the total return of the Index, and also provide
a general description of the Adviser’s initial investment process and ongoing diligence and monitoring of the Fund’s investment
portfolio.

Response: The
Fund has revised its disclosure as follows.

In selecting investments
for the Fund, the Adviser uses qualitative and quantitative analysis, credit research, and other proprietary strategies to identify securities
and other assets that, in combination, are expected to contribute to exceeding the total return of the Index. In buying and selling securities
for the Fund, the Adviser will apply its proprietary Expectations Risk Factor (“ERF”) methodology to its security selection
process. ERF uses an algorithm rooted in actuarial risk principles to construct a portfolio with exposure to returns across sectors, styles,
geographies, and asset classes. The Fund defines “actuarial risk principals” as applying statistical and mathematical practices
similar to those used in actuarial science.

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

These practices use mathematics,
statistics, and financial theory to evaluate various investment options’ potential risks and returns. Using an actuarial-based
approach, ERF aims to identify undervalued and overvalued securities and assign them an ERF score, which is the probability that the
issuer will not deliver growth to support the securities’ current price. By assigning these scores, the Adviser avoids the
most likely overvalued securities and invests in the most likely undervalued securities. The Adviser’s team of portfolio
managers and analysts then uses a qualitative bottom-up assessment of a company’s potential for success, including its
financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions. As a result of
this investment process, the Fund may invest in a limited number of sectors or industries.

 e. Comment: With respect to the description of the Adviser’s proprietary
ERF methodology, please explain the meaning and relevance of “actuarial risk principals” to the methodology and describe in
more detail what constitutes an “actuarial based approach” to the methodology.

Response: The
Fund defines “actuarial risk principals” as applying statistical and mathematical practices similar to those used in actuarial
science. These practices use mathematics, statistics, and financial theory to evaluate various investment options’ potential risks
and returns. The Adviser deploys these practices in its proprietary ERF methodology to identify overvalued securities, select undervalued
ones to generate alpha and create an uncorrelated portfolio with the Index. The Fund has added this definition to Item 9.

 f. Comment: Define the term “alpha” and explain how securities
in the intended portfolio will be expected to yield alpha in a manner uncorrelated to the Index.

Response: The
Fund has removed the reference to “alpha” in its investment strategy.

Principal Risks, pages 2-5

 7. Comment: Please consider whether the following risk factors may be
applicable to the Fund and should be added to the disclosures of principal risks: (i) new fund risk; (ii) foreign currency risk; (iii)
geopolitical risks; and/or (iii) value style and growth style investment risks.

Response: The
Fund has added New Fund Risks but declined to add foreign currency, geopolitical, value, and growth style risks. While these risks may
impact the Fund’s portfolio, the Adviser does not consider them principal risks.

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

Other Investment Strategies and
Related Risks – Portfolio Holdings and Disclosure Policy, page 12

 8. Comment: Also state, if applicable, that a description of the Fund’s
policies and procedures concerning disclosure of portfolio securities will also be available on the Fund’s website.

Response: The
Fund has added this disclosure.

Fund Management, page 12

 9. Comment: Please include a brief description of the Adviser’s
experience as an investment adviser as required by Item 10(a)(1) of Form N-1A.

Response: The
Fund has added this disclosure.

How the Fund Values Its Shares,
pages 13-14

 10. Comment: Please clarify in the final paragraph of this section that
an order to purchase or redeem shares will be priced at the NAV “next” calculated after the Fund’s receipt of an order
in proper form.

Response: The
Fund has clarified the disclosure.

STATEMENT OF ADDITIONAL INFORMATION

Investment Restrictions, pages
11-12

 11. Comment: Please revise the Fund’s fundamental policy with regard
to concentration to also describe how the Fund will address investments in derivatives when determining compliance with its concentration
policy.

Response: The Fund
has removed the disclosure related to derivative instruments as it will not invest in them on a principal basis.

Management of the Trust, pages 15-16

 12. Comment: The disclosure in the sub-section entitled “Leadership Structure and Qualifications
of Trustees” initially states (consistent with the chart above it) that there will be four Trustees, including three Independent
Trustees. However, the final paragraph of this sub-section states that all Trustees will be Independent Trustees. Please clarify or revise,
as necessary.

FinTech Law

6224 Turpin Hills Drive     	|	     Cincinnati, OH 45244-3557	     |	     fintechlegal.io	     |	     (513) 991-8472

Response: The
Fund has corrected the disclosure to confirm that the Board will have three Independent Trustees and one Interested Trustee.

Portfolio Holdings Disclosure
Policy, page 26

 13. Comment: With respect to the table summarizing the service providers
that may receive non-public portfolio information, please clarify in the disclosure what is meant by the items denoted as “Contractual”
and/or “Ethical” in regard to restrictions on use, and explain the differences and why certain service providers may be subject
to one or both such restrictions.

Response: The
Fund has added the following disclosure for clarification.

Contractual restrictions
are limitations explicitly stated in a contract between the mutual fund and the service provider. The service provider is legally obligated
to adhere to these restrictions, and violating them can lead to legal consequences. For example, a contractual restriction might prohibit
the service provider from sharing the portfolio information with third parties. Ethical restrictions are limitations based on ethical
guidelines or industry best practices. They may not be legally binding, but service providers are expected to adhere to them out of professional
responsibility and integrity. For example, an ethical restriction might discourage using non-public information for personal gain. Certain
service providers may be subject to one or both types of restrictions based on the nature of their services, the sensitivity of the information
they han