SecProbe.io

February 13, 2025
Alison Samborn, Esq
Jackson National Life Insurance Company 8 Corporate WayLansing, MI 48951 Alison.Samborn@Jackson.com
Re:  Jackson National Life Insuran ce Co (RILA), File Nos. 333-283892 & 333-283747
Dear Ms. Samborn:
We have reviewed the two regi stration statements for Jackson National Life Insurance Co
(RILA) filed on Form N-4 with the Secu rities and Exchange Commission on December 11,
2024, and have the comments below.  Where a comme nt is made in one lo cation, it is applicable
to all similar disclosure appearing elsewhere in the registration statements.  All capitalized terms not otherwise defined herein have the meaning gi ven to them in the registration statements.
Where page numbers are referenced, they refer to  the as-filed copies of both prospectuses, unless
otherwise noted.
Prospectus
General
1. All comments apply to both the Jackson Market Link Pro Advisory III prospectus and the
Jackson Market Link Pro III prospectus, as applicable.
Cover Page
2. Disclosure on the cover page states: “The Contract may not be a ppropriate for you if you
plan to take withdrawals from an Index Account  Option prior to the end of the Index Account
Option Term, especially if you plan to take ongoing withdrawals such as Required Minimum
Distributions.”  Please also  reference withdrawals under the Guaranteed Minimum
Withdrawal Benefit (“GMWB”) here.
3. Disclosure on the cover page states: “We appl y an Interim Value adjustment if amounts are
removed from an Index Account Option during th e Index Account Option Term, and if this
adjustment is negative, you could lose up to 100%  of your investment.”  In addition to the
discussion of Interim Value Adjustments, in the Jackson Market Link Pro Advisory III prospectus please also describe the Mark et Value Adjustment including the maximum
potential loss.

Alison Samborn
Jackson National Life Insurance Co (RILA) February 13, 2025 Page 2

 4. Please make the following changes to the paragraph on the cover page that begins, “We limit
the amount you can earn on an Index Account Option.”:
 a. Please reflect the minimum participation rate of 100%.

b. Please clarify here and throughout the prosp ectus that the maximum loss referenced
(i.e., “up to a 90% loss”) is over a crediting term, as opposed to the life of the
contract.

c. Please clarify here, as you do on p. 15, that "[ t]here is no guarantee that a particular
Index Account Option will be available during the entire time that you own your
Contract. We guarantee that at least tw o Index Account Options will always be
available, and that those options will be identical or similar to those outlined in this prospectus."

Glossary

5. The definition of "Covered Life" should be clea rer that it generally includes the contract
owner and primary spousal beneficiary, as e xplained in the section titled “+Income GMWB
and +Income GMWB with Joint Option.”  See p. 56 (“On qualified plan Contracts, the
Owner and the primary spousal Beneficiary name d as of the effective date of the GMWB
with Joint Option will each be considered a Covered Life.”).
6. Please add “Death Benefit” to the glossary as a defined term.  Throughout the prospectus, the
term is sometimes, but not alwa ys capitalized, which could cause  investor confusion.  Please
clarify the difference, if any, between the two uses of the term.

Overview of the Contract

7. Under the heading “Phases of the Contract”,  the disclosure on p. 7 regarding the Fixed
Account states “The credited interest rate on the Fixed Account is se t annually and can be
changed as each one-year term resets on the Contract Anniversary, s ubject to a guaranteed
minimum interest rate.”  Please disclose what the guaranteed minimum interest rate is.  Key Information Table

8. In response to the question “Are There Charges or Adjustments for Early Withdrawals?”, the
disclosure states: “In extreme circumstances, such loss could be as high as 100% of the
amount withdrawn.  For example, if you invest $100,000 in the Contract and then take a total
withdrawal of Contract Value within the fi rst six Contract Years, you could lose up to
$100,000 of your investment.  Losses could be greater if there is a negative Interim Value
adjustment, taxes, or tax penalties.”  Please consider revising this disclosure to avoid the suggestion that an investor can lose amounts that exceed their investment.

Alison Samborn
Jackson National Life Insurance Co (RILA) February 13, 2025 Page 3

 9. In response to the question “Are There Ongoi ng Fees and Expenses?”, please make the
following changes to the Lowest and Highest  Annual Cost columns in the table:
 a. In the Jackson Market Link Pro Advisory III prospectus, please revise the bullet that
says, “No sales charges” to read "No sales charges or advisory fees."
b. In the Jackson Market Link Pro III prospectus, please add a bullet-point to the
Highest Annual Cost column that r eads “0% Interim Value adjustment.”

10. In response to the question “Is this a Short-Te rm Investment?”, the di sclosure should make
clear that withdrawals could result in signifi cant reductions to account value, the death
benefit, and contract bene fits (possibly by more than the amount withdrawn).

11. In response to the question “Are There Any Rest rictions on Contract Be nefits?”, please state
that if a contract owner elects to pay third-party advisory fees from his or her contract value,
then this deduction [will/may] reduce the death benefit(s) [and other guaranteed benefits] and may be subject to federal and state income ta xes and a 10% federal penalty tax.  Please add
any appropriate cross-references.  Fees and Expenses Table
 12. In the narrative preceding the fee table in the Jackson Market Link Pro Advisory III
prospectus, please state that the fees and expens es do not reflect any advisory fees paid to
financial intermediaries from the contract value or other assets of  the owner, and that if such
charges were reflected, the fees and expenses would be higher.
 Principal Risks of Investing in the Contract
 13. The “Market Risk” on p. 17 states “You could lose  up to 90% of Contract Value allocated to
Index Account Options due to negative Index Return after taking into account the current
limits on Index loss provided under the Contract.”  Please clarify that this maximum loss is
over the crediting term, and not the life of the contract.
14. Under the heading “Buffers and Floors”, the di sclosure states “We reserve the right to
remove Protection Options in the future, so th ere may not always be both a Buffer and Floor
Protection Option available to you for election on subsequent Index Account Option Terms.
However, there will always be at least one Pr otection Option available to you for election.”
Please reconcile this language with the disclosure on p. 13 in response to the question “Are
There Restrictions on the Investment Options?”,  which suggests that Protection Options will
always be available.  The disclosure on p. 13 states "We guarantee th at at least two Index
Account Options will always be available, and that those opti ons will be identical or similar
to those outlined in this prospectus."

Alison Samborn
Jackson National Life Insurance Co (RILA) February 13, 2025 Page 4

 15. Under the heading “Elimination, Suspension, Replacements, Substitutions, and Changes to
Indexes, Crediting Methods, and Terms”, the di sclosure on p. 21 states: “No Interim Value
adjustment will apply if we substitute an Index.”  Please clarify whether this means that the interim value adjustment is not applied at the time of the subs titution, or for the remainder of
the index option's term.  If the latter,  please explain how this operates.

Contract Options
 16. Under the sub-heading “Fixed Account” on p. 26, please disclose that (i) the fixed accounts
are not registered under the Securities Act of 1933 and the fixed accounts are not registered
as an investment company under the Investment  Company Act of 1940 Ac t; and (ii) the fixed
account disclosures are subject to certain gene rally applicable provisions of the federal
securities laws regarding the accuracy  and completeness of disclosures.

Additional Information About the Index Account Options
 17.  To avoid potential investor c onfusion, when there is more th an one version of any index
(such as price return or total return), please c onsider clarifying the type  of index in the name
of the index ( e.g., S&P 500 Price Return Index).

18. The disclosure on p. 30 states “All of the Indexe s offered are price return indexes, not total
return indexes, which means they do not reflect dividends paid on the securities composing the Index.”  Please consider bolding this disclosure to make it more prominent.

19. The disclosure on p. 30 states “The performances below . . . do not reflect Contract fees and
charges, including Market Value Adjustme nts and the Interim Value calculation and
adjustment, which reduce performance.”  Please revise to indicate that  performance also does
not reflect any advisory fees associated with the contract.

20. The bar charts for the indexes on pp. 31-33 s hould be updated to include the year 2024, and
should cover a period of 10 years, not 11 years ( i.e., 2015–2024).

21. On p. 32 of the Jackson Market Link Pro III prospectus, the bar chart for the MSCI EAFE
Index is missing the numeric return of the hypot hetical example with the applicable 5% Cap
and -10% Buffer.

22. On p. 34 of the Jackson Market Link Pro III pr ospectus under “Protec tion Options”, please
separate the disclosure regarding the Floor  from the disclosure regarding the Buffer.

23. On p. 35 under the sub-headings “Protecti on Options” and “Crediting Methods”, the
disclosure mentions “sales commissions.”  Fo r the Jackson Market Link Pro Advisory III
prospectus, please confirm that, in both places , this disclosure is applicable to a non-
commission product.

Alison Samborn
Jackson National Life Insurance Co (RILA) February 13, 2025 Page 5

 24. On the bar chart on p. 42 titled “Performance Boost with Buffer”, the shaded bar in Scenario
5 showing the -10% buffer should end at the ha shed line labeled “-10% buffer.” It currently
appears to drop below that line.

Add-On Benefit Expenses
 25. In the GMWB Section ( see p. 46 of the Jackson Market Link Pro Advisory III prospectus and
p. 48 of the Jackson Market Link Pro III prospectus), if accurate, please disclose that the GMWB Charge will also reduce the death benefit.

Appendix C: State Variations
 26. Please provide the staff with a comple ted copy of this appendix for review.

Appendix H: Financial Intermed iary Variation Information

27. The instruction to Item 8(a) of Form N-4 requi res disclosure of all material intermediary
specific variations to the offering ( e.g., variations resulting from different brokerage
channels). Accordingly, please disc lose any financial intermediary variations to the offerings,
including any Contract options or  features that are not offere d through certain intermediaries.
It is the staff’s understanding that such disclo sure may be difficult to provide by the effective
date of the filing. Accordingly, please plan to provide such disclosure  by your next annual
update ( i.e., by May 1, 2026).

Closing
  We note that portions of the filings are in complete.  We may have additional comments
on such portions when you complete them in a pr e-effective amendment, on disclosures made in
response to this letter, on information supplied supplementally, or on exhi bits added in any pre-
effective amendment.    Responses to this letter should be in th e form of pre-effective amendments filed
pursuant to Rule 472 under the Securities Act.  Wh ere no change will be made in the filing in
response to a comment, please indi cate this fact in a supplementa l letter and briefly state the
basis for your position.

  We remind you that the company and its mana gement 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 le tter, please contact Jeffrey Foor at (202)
551-6760 or Samantha Bru tlag at (202) 551-6405.

Alison Samborn
Jackson National Life Insurance Co (RILA) February 13, 2025 Page 6

Sincerely,       /s/ Jeffrey A. Foor   Jeffrey A. Foor    Senior Counsel   Disclosure Review Office

/s/ Samantha A. Brutlag Samantha A. Brutlag Senior Counsel Disclosure Review Office
 cc:  Michael J. Spratt, Assistant Director
Keith A. OConnell, Branch Chief  Michael Kosoff, Seni or Special Counsel