SecProbe.io

February 7, 2025
VIA E-mail Johnpaul S. Van Maele
Corebridge Financial2919 Allen Parkway, L4-01 Houston, TX 77019
Re: USL Separate Account RS
Initial Registration Statements on Form N-4 File Nos. 333-283464, 333-283465, 333-283466,  333-283467, 333-283468, 333-283470; 811-24014
Dear Mr. Van Maele:
On November 25 and November 26, 2024, you fi led initial registration statements on
Form N-4 on behalf of USL Sepa rate Account RS (the “Company” ), under the Securities Act of
1933, as amended (the “1933 Act”) (collectively, the “Registration Statements”). We have
reviewed the Registration Statements and provi ded our comments below.  Where a comment is
made with regard to disclosure in one location, it is applicable to  all similar disclo sure appearing
elsewhere in the Registration Statements. All capitalized terms not otherwise defined herein have the meaning given to them in  the Registration Statements. References to item and instruction
numbers in this letter, unless otherwise specifie d, are to items and instructions in Form N-4.
General
1. Please confirm that the Company is not  using an initial or an updating summary
prospectus, and that if the Company wants to begin to use a summary prospectus, the
Company understands that it would need to f ile a post-effective amendment pursuant to
Rule 485(a) under the 1933 Act.
2. Please clarify supplementall y whether there are any types of guarantees or support
agreements with third parties to support any of the Company’s guarantees under the
Contract or whether the Company will be so lely responsible for payment of Contract
benefits.
Cover Page
3. Disclosure in the first paragr aph on the cover page states th at Contract-owners can invest
in the Variable Investment Op tions described in this prosp ectus. Please also add a cross-
reference to Appendix A – Funds Available under the Contract. SeeItem 1(a)(5).

Johnpaul S. Van Maele, Esq.
February 7, 2025

  Page 2 of 6  4. Disclosure in the fifth paragraph notes that  the prospectus desc ribes eight different
classes of the Contract, which are called “series” therein. Consider also cross-referencing “General Information – About  the Series” here to guide  investors to the tabular
presentation of additional informa tion about the Contract’s series.
5. The seventh paragraph states that the Comp any may cease its acceptance of purchase
payments with advance notice. Please make this disclosure prominent ( i.e., in bold text),
along with a statement that this means an i nvestor would no longer be able to increase
their Contract value, death benefit, or a ny living benefits thr ough Purchase Payments.
6. Please directly clarify in the eighth paragraph that the Contract is a complex investment
subject to the risk of potential loss of principal. See Item 1(a)(6).
7. Please add a statement on the cover page that the Contract is not a short-term investment
and is not appropriate fo r an investor who needs ready access to cash. See Item 1(a)(7).
8. On the back cover page, please add that inve stors may also contact the Company in order
to obtain other informati on about the Contract ( i.e., in addition to requesting an SAI or
making investor inquiries). See Item 1(b)(1).
9. Please update the EDGAR contract id entifier on the back cover page. See Item 1(b)(4).
Prospectus
Important Information You Should C onsider About the Contract (p.6)
10. In the Charges for Early Withdrawals row, pl ease clarify in the second column’s example
of a $5,000 surrender charge that the loss ma y be greater if subject to taxes or tax
penalties.
11. In the Transaction Charges row, please delete  the third bullet’s discussion of Advisory
Program Fees, since these are not flat-fee transaction charges.
12. In the Lowest and Highest Annual Cost Tabl e, please also make clear in the chart’s
bullets that loans are not reflected in the estimates.
13. In the Not a Short-Term Investment row, disclosure in the second bullet notes that
surrender charges could significantly reduce the amount received upon taking a withdrawal. Please also clarify here that amounts withdrawn from the Contract may result
in taxes and tax penalties.
14. In the Restrictions – Investments row, pleas e also add that the Company reserves the
right to stop accepting additional Purchase Payments.
15. In the Restrictions – Optional Benefits ro w, please summarize the restrictions or
limitations related to any benefits offered (not just the Advisory Program) and whether they may be modified or terminated by the Company.

Johnpaul S. Van Maele, Esq.
February 7, 2025

  Page 3 of 6  16. In the second bullet of the Tax Implications ro w, please clarify that there is no additional
tax benefit under the Contract for those who purchase through a tax-qualified plan or an
IRA.
17. In the second sentence of the Conflicts of In terest – Exchanges row, please clarify that
investors should exchange a contract they already own only if they determine, after
comparing the features, fees, and risks of both contracts, as well as any fees or penalties
to terminate the existing contract, that it is better for them to purchase the new contract.
Fee Tables (p.12)
18. In the Optional Benefit Expens es portion of the Annual Contr act Expenses table, please
clarify ( i.e., in a parenthetical) what base or denomin ator the percentages in the table use.
Please also consider clarif ying briefly for investors ( e.g., in footnotes) what “Non-ERISA
Contracts” and “ERISA Contracts” refer to.
19. In the Annual Fund Expenses table:
a. Please correct the references to footnotes (7) and (8);
b. Please confirm that the maximum of 1.27%  is correct. We note that the highest
total annual fund operating expenses appearing in Appendix A are 1.15%; and
c. Please confirm the accuracy of the fund id entified in footnote (4) as having the
lowest total annual f und operating expenses.
20. In the narrative legend preceding the Examples:
a. In the first sentence of the first paragraph, please refer to the cost of investing in
the Fund options, rather than the cost of investing in the Contract. Similarly,
please change “Contract” in the first sentence of the second paragraph.
b. Please add, as a second paragraph to  the legend, language similar to the
following: “These examples assume all Contract value is allocated to the Variable Investment Options. Your costs could diffe r from those shown below if you invest
in the Fixed Options.”
c. Please clarify that the examples assume the most expensive combination of
annual Contract expenses and annual Fund expenses, as well as  optional benefits.
Principal Risks of Investing in the Contract (p.16)
21. Disclosure in the second sentence of Withdrawal Risk states: “A withdrawal may reduce
the value of your standard and optional bene fits such as the death benefit or other
guaranteed benefits.” Add, if applicable, that these reductions might be more than the
amount withdrawn. If applicable , please also note the risk of loss of interest on loans.
22. Please consider whether any additional risk di sclosure regarding cont ract benefits, other
than Deduction of Advisory Program F ee Risk, might also be appropriate.

Johnpaul S. Van Maele, Esq.
February 7, 2025

  Page 4 of 6  23. For investor comprehension, c onsider adding the defined term “Public Funds” to the
Public Fund Availability Risk, and using the defined term throughout the risk disclosure.
Variable Investment Options a nd Fixed Account Options (p.20)
24. In the Variable Investment Options subsecti on, please add a statement to the effect that
Contract value allocated to a Variable Investment Option will vary based on the investment experience of the corresponding F und in which the Variable Option invests,
and that there is a risk of lo ss of the entire amount invested.
25. In the Fixed Account Options subsection:
a. Please add disclosure to the Fixed Acc ount Options table regarding the Fixed
Account Plus Transfer Charge for Series  11 Contracts, with appropriate cross-
references.
b. If Advisory Fees are deducted from Contract Value, then when describing the
calculation of Fixed Account value on pa ge 24, the deduction of Advisory Fees
should be included as a transaction th at will reduce Fixed Account value.
c. The last sentence of the fourth paragraph in the Calculation of Value for Variable
Investment Options subsection states that the value of an investor’s account will fluctuate every Business Day and may be  worth more or less at retirement or
withdrawal. Please also disclose , if true, that an entire lo ss of principal is possible.
Advisory Program (p.25)
26. Disclosure in this section states: Partial withdrawals, including those taken to pay the
Advisory Program Fee, can reduce certai n benefits guaranteed under the Contract,
including Contract death benefits  and other annuity benefits.
a. Please clarify (here, in the subsections cross-referenced in this section, and
wherever Advisory Fees are discusse d throughout) whether withdrawals due to
deduction of Advisory Fees will reduce values on a dollar-for-dollar basis or
proportionately.
b. If such withdrawals will be treated as a proportionate reduction, please also
include prominent disclosure stating th at deductions of Advisory Fees from
Contract value could reduce the value significantly, and by substantially more
than the actual amount of the deductions.
Fees and Charges (p.29)
27. In the Advisory Program Fees subsection, please include a brief description of the
deduction of Advisory Fees authorizati on agreement between the Company and the
Contract-owner, including how  the Contract-owner may terminate the agreement.

Johnpaul S. Van Maele, Esq.
February 7, 2025

  Page 5 of 6  Payout Period (p.33)
28. If applicable, please state in this section that an investor will not be able to withdraw any
Contract value after the Payout  Period begins. Please similarl y clarify, if applicable, the
effect on withdrawal availability of electing par tial annuitization.
29. In the Payout Options subsection, please descri be the default Payout Option if one is not
chosen.
Benefits Available Under the Contract (p.38)
30. Please remove the Advisory Program from the benefits table, or supplementally explain
how the independent relationships between  Contract-owners and their investment
advisers are a benefit offered by the Company under the Contract.
31. The impact of Advisory Fee deductions should be disclosed as a restriction/limitation in
the benefits table for an y benefits it may affect. See Item 10(a).
32. Please add disclosure to this section encour aging Contract-owners to discuss with their
financial intermediary the impact of Advisory  Fee deductions before making any benefits
elections. Please also include an example demonstrating the impact of Advisory Fee
deductions on benefits for each benefit impacted.
33. We note that disclosure elsewhere in the prospectus states that loan availability may vary
by state. If certain benefits may not be av ailable in certain states, please include a
footnote to each benefit in the Benefits Available Under the Contract table stating that the availability of that benefit may vary by state and include a cross-reference to where in the statutory prospectus this variation is disclo sed. Please also disclose any such material
state variations in Appendix B.
Other Contract Features (p.40)
34. In the We Reserve Certain Rights subsection, disclosure states that the Company may
stop accepting allocations and/or investments in  a particular Variable Investment Option
if, “for example, further investment woul d be inappropriate.” Please supplementally
explain what this means and clarify the disclosure accordingly.
Federal Tax Matters (p.42)
35. Please supplementally provide a copy of  the PLR referenced on page 44.
Appendix A – Funds Available Under the Contract
36. Please proceed the table’s introductory lege nd with a prominent statement that the
availability of certain inves tment options may vary by empl oyer and participants should
refer to their plan documents for a list of  available investment options. We note that
disclosure in the third sentence of the legend covers portions of this; consider repurposing
this disclosure to that effect.

Johnpaul S. Van Maele, Esq.
February 7, 2025

  Page 6 of 6  37. Please make the “Current Expenses + Platform Charge” column more prominent. See
Instruction 6 to Item 17(a) (“The column contemplated by this Instruction must be
presented in a manner reasonably calculated to draw investor attention to that column.”)
38. Please move the final two paragraphs of Ap pendix A (disclaimer disclosure regarding
Nasdaq Inc.) to a location in the pr ospectus other than the appendix.

*     *     *     *     *     *

We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on information supplied in  your response letter, or on exhibits added in
any pre-effective amendments.

           A response to this letter should be in the form of a pre-effective amendment filed pursuant
to Rule 472 under the 1933 Act.  The pre-effec tive amendment filing should be accompanied by
a supplemental letter that includes your responses to each of these comments.  Where no change
will be made in the filing in response to a comment, please indicate this fact in your
supplemental letter and briefly st ate the basis for your position.
            We remind you that the company a nd its management are responsible for the accuracy
and adequacy of their disclosures, notwithsta nding any review, comments, action, or absence of
action by the staff.
Should you have any questions regarding this letter, please contact me at (202) 551-7703.
        S i n c e r e l y ,          /s/ Matthew S. Williams         Matthew S. Williams        B r a n c h  C h i e f

cc:  Andrea Ottomanelli Magover n, Assistant Director