May 23, 2022
BY EMAIL
Corey F. Rose, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
Re: Registration Statement on Form N-6 of AUL American Individual Variable
Life Unit
Trust (the Separate Account ) of American United Life Insurance
Company (the
Company ) relating to OneAmerica VUL (File Nos. 811-08311 and
333-263757)
(the Registration Statement )
Dear Mr. Rose:
The staff has reviewed the Registration Statement on Form N-6 filed on
March 22, 2022
by the Separate Account under the Securities Act of 1933, as amended (the
1933 Act ), and the
Investment Company Act of 1940, as amended (the 1940 Act ). All
capitalized terms not
otherwise defined herein have the respective meanings given to them in the
Registration
Statement. References to Items or Instructions herein are to Items
and Instructions in Form
N-6 and references to Rule are to Rules under the 1933 Act.
GENERAL
1. Please confirm that all missing information, including financial
statements and exhibits,
and current expense data for all Portfolios listed in the Appendix, will
be filed in a pre-
effective amendment to the Registration Statement. We may have further
comments
when you supply the omitted information.
2. Where a comment is made with regard to disclosure in one location of the
Registration
Statement, it is applicable to all similar disclosure appearing
elsewhere in the
Registration Statement. Please ensure that corresponding changes are
made to all similar
disclosure.
3. Please clarify supplementally whether there are any 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 issued by the
Separate Account.
Corey F. Rose, Esq.
May 23, 2022
Page 2 of 16
4. Please provide powers of attorney that relate specifically to the
Registration Statement as
required by Rule 483(b).
5. Please format the Prospectus to assist with investor comprehension. For
example:
a. Please set off headings and subheadings from the rest of the
text.
b. Please use defined terms consistently throughout the document,
and define terms
in context where first used. For example, the term OAS is
first used on page 17,
but is first defined in Part C of the Registration Statement. The
term policy
should also be capitalized throughout when referring to the
policy registered in
this Registration Statement. Additionally, defined terms used on
the Cover Page
should be consistently defined in context where first used to
assist with investor
comprehension. Finally, terms should be consistently capitalized
(and defined) or
lowercased throughout the document (e.g., us, surrender
charge, and grace
period )
c. Please use spacing and gridlines, or similar methods, to more
clearly differentiate
the rows of the Key Information Table.
REGISTRATION STATEMENT FACING PAGE
6. Please revise the exact name of the registrant to match the name of the
Separate Account;
i.e., OneAmerica VUL AUL American Individual Variable Life Unit
Trust.
FRONT COVER PAGE
7. OneAmerica VUL appears on the cover page, directly above the name
of the Company.
If this is the name of the Policy, please update the EDGAR class
identifiers accordingly.
See Rule 313(b) of Regulation S-T.
8. Please revise the third sentence of the fifth paragraph to conform to
the legend required
by Item 1(a)(8) (i.e., Upon cancellation, you will receive either a
full refund of the
amount you paid with your application or your total [Policy] value.
PROSPECTUS
Definitions of Terms
9. Please revise the definition of Depositor to make clear that the
Depositor is American
United Life Insurance Company.
10. The definition of Home Office includes a reference to a toll-free number
and provides
AUL s website homepage. Please clarify how the website and toll-free
number relate to
the Home Office. E.g., can investors provide proper notice to the Home
Office by calling
the toll-free number or accessing the website?
Corey F. Rose, Esq.
May 23, 2022
Page 3 of 16
11. The use of the terms Portfolio, Fund, and Fund Portfolio throughout the
document are
confusing. Sometimes they appear to be used interchangeably to refer to
the subaccount
investment options under the Policy (see, e.g., the subsections General
Information about
AUL, the Separate Account and the Fund The Funds and Voting Rights).
However, the
term Portfolio is defined as a separate investment Fund in which the
Separate Account
invests, and the term Fund is defined as a diversified, open-end
management
investment company commonly referred to as a Fund, or a Portfolio
thereof. Please
consider whether a specific definition (i.e., Fund) is needed to refer
to the trusts of which
the Portfolios are series.
12. Please consider whether the defined terms Statutory Prospectus and
Summary Prospectus
are necessary.
13. The defined terms Separate Account and Variable Account appear to be
synonymous.
Please consider using a single defined term throughout the Registration
Statement.
14. Please consider adding the term Right to Examine, which is currently
defined in context,
to the Definitions of Terms. Please also confirm that the definition of
Right to Examine is
consistent with Right to Cancel (Examination Right), as used in the
prospectus.
Table of Contents
15. Please move the Table of Contents to either the outside front, inside
front, or outside back
cover page of the prospectus, as required by Rule 481(c). Currently, the
Definitions of
Terms section precedes the Table of Contents.
16. Please supplementally confirm that, in electronic versions of the
summary and statutory
Prospectuses and SAI, cross-references in the Table of Contents will
link directly to the
relevant sections in the documents where the subject matter is
discussed.
17. Please include the headings Important Information You Should Consider
about the
Policy and Other Benefits Available Under the Policy, and any
other major headings,
in the Table of Contents. Please also ensure that all major subheadings
are listed under
each heading in the Table of Contents.
18. Please move the legend appearing at the bottom of the Table of Contents
to the front
cover page. See Rule 481(b).
Key Information Table Important Information You Should Consider About the
Policy
(pages 9-10)
19. Please revise section headings to match the presentation format in Form
N-6 (e.g., revise
the heading of Item 2 to Important Information You Should Consider
about the Policy )
and to conform the headings in the Prospectus with the headings in the
Summary
Prospectus for New Investors ( ISP ). See Instruction 1(a) of Item
2.
Corey F. Rose, Esq.
May 23, 2022
Page 4 of 16
20. Please supplementally confirm that the Key Information Table
cross-references in the
electronic versions of the summary and statutory Prospectuses will link
directly to the
location in the statutory Prospectus where the subject matter is
discussed in greater detail,
or will provide a means of facilitating access to that information
through equivalent
methods or technologies. Instruction 1(b) to Item 2.
21. Please ensure that all cross-references in the Location in
Prospectus column direct the
reader to the appropriate section and subsection of the statutory
Prospectus where the
subject matter is discussed in greater detail. For example,
cross-references to Addition,
Deletion or Substitution of Investments should be revised to read
The Policy
Addition, Deletion or Substitution of Investments.
Fees and Expenses
Transaction Charges
22. Please provide a cross-reference in the right-hand column that directs
investors to more
information about transaction charges that may apply to Face Amount
decreases (e.g., to
Death Benefit and Changes in Face Amount Decrease in Face Amount
).
Ongoing Fees and Expenses (annual charges)
23. Please revise the first row of the table to read Investment options*
(Portfolio Company
fees and expenses), in order to use the defined term Portfolio
consistently throughout.
24. Please confirm that the Portfolio fees and expenses shown in the table
are expressed as a
percentage of Portfolio net assets.
Risks
Risks Associated with Investment Options
25. Please revise the second bullet to read as follows: Each Fund
Portfolio (including a
Fixed Account investment option) has its own unique risks. You should
review each
investment option (Fund s including each Portfolio s prospectus)
before making an
investment decision. Please also add cross-references to the
appropriate section of the
statutory Prospectus where the Fixed Account is discussed in greater
detail.
Insurance Company Risks
26. Please indicate how investors can request financial strength ratings
from the Company
(e.g., via a toll-free telephone number, or via a website link more
specific than the
Company s homepage).
Corey F. Rose, Esq.
May 23, 2022
Page 5 of 16
Restrictions
Investments
27. The third bullet reads as follows: We reserve the right to close,
add, substitute or remove
Investment Accounts as investment options under the Policy. A Fund may
also be merged
into another Fund. To avoid investor confusion, please replace
Investment Accounts
and Fund with a single defined term (e.g., Portfolio). See
Instruction 4(a) to Item 2
(using Portfolio Companies throughout).
Optional Benefits
28. Please briefly note that the Policy offers several asset allocation
models ( Models ) and
that these Models may change over time. Please add a cross-reference to
the appropriate
section and subsection of the statutory Prospectus where the subject
matter is discussed in
greater detail.
Conflicts of Interest
Investment Professional Compensation
29. For consistency, please revise financial professionals to read
investment
professionals in the first sentence.
Exchanges
30. Please lowercase Policy throughout the second bullet, in order to
clarify that this
disclosure is referring to variable life insurance policies more
generally.
Overview of the Policy (pages 11-12)
Purpose
31. The penultimate sentence states that the Policy may be appropriate
for you if you have a
long investment time horizon and the Policy s terms and conditions are
consistent with
your financial goals. Please briefly explain how the Policy is
intended to help investors
meet long-term financial goals.
Premiums
32. The second paragraph reads: Generally, the Initial Net Premium and
any Net Premium
received during the Right to Examine period are allocated to the money
market account
Corey F. Rose, Esq.
May 23, 2022
Page 6 of 16
on the later of the Policy Date or the date we receive the Premium at
AUL s Home
Office.
a. Please delete generally from the beginning of this sentence,
or disclose any
exceptions.
b. Please reconcile this language with the second sentence under
Overview of the
Policy Policy Features Right to Cancel (Examination
Right), which states that
AUL generally allocates Net Premiums to the Fixed Account and
Investment
Accounts on the later of the day the right to examine period
expires, or the date
AUL receives the premium at the Home Office.
c. Please disclose here the amount that will be refunded to investors
upon returning
the Policy. Given that all premiums will be invested in the money
market fund
during the right to examine period, please indicate whether you
intend to refund
the greater of Account Value or premiums paid. If this amount will
not include
earnings from the money market fund, please supplementally explain
why. Please
make conforming changes throughout, as applicable, including in
the section The
Policy Right to Examine Period.
33. The first sentence of the fourth paragraph reads: The amount
allocated to the Fixed
Account will earn [an] interest rate not less than the guaranteed
interest rate, see Fixed
Account. Here, and throughout, please consider revising to more
clearly indicate the
presence of a cross-reference. For example, the sentence could be
revised as follows:
The amount allocated to the Fixed Account will earn [an] interest
rate not less than the
guaranteed interest rate. For more information, see Fixed Account.
Policy Features
Supplemental Benefits and Riders
34. The disclosure in this subsection refers to both optional benefits
and optional riders.
Please explain the difference between optional benefits and optional
riders. If they are
synonymous, please clarify.
35. The sentence following the list of supplemental benefits available
states: An additional
charge or fee upon exercising the benefit may apply to optional riders.
Specify those
with an additional charge. Please also add, if true, that an additional
charge or fee may
apply to certain standard benefits (e.g., the Overloan Protection
Rider).
Right to Cancel (Examination Right)
36. Please disclose the refund that an Owner receives (i.e., either the
premiums paid or the
Account Value).
Corey F. Rose, Esq.
May 23, 2022
Page 7 of 16
Fee Table (pages 12-13)
Periodic Charges Other than Fund Expenses
37. Please revise the title of the table to Periodic Charges Other than
Annual Fund
Portfolio Expenses in the title of the table, to conform to the
presentation format of Item
4.
38. Please conform the presentation format of the rows in the Charge
column to match
Item 4. For example, Minimum and Maximum Charge and Charge for
a
Representative Investor should appear as sub-headings under the Cost
of Insurance row,
and Representative COI should be merged with the Charge for a
Representative
Investor sub-heading.
39. The rows for Accelerated Death Benefit for Chronic Illness Rider and
Accelerated Death
Benefit for Terminal Illness Rider state that charges are deducted
[u]pon any payment of
the rider s benefit. Please confirm whether these are non-recurring
charges. Any non-
recurring Policy fee, account fee, or similar fee should be included in
the Transaction
Fees table. See Instruction 2(c) to Item 4.
40. Footnote 4 to the table states [s]ubject to state availability
(referring to optional
benefits under the Policy). Here, and throughout the Registration
Statement as applicable,
please remove disclosure stating that the operation of the product
(including the
availability of benefits) may vary by state. All material state
variations must be disclosed
in the Prospectus (or an appendix thereto).
41. Please revise footnote 2 to clarify that the charge is not deducted,
rather than reduced
to zero, when the Insured reaches the Attained Age of 121.
Total Annual Fund Company Operating Expenses
42. Please bold the legend immediately preceding this table to match the
presentation format
of Item 4.
43. Please revise the title of the table to Annual Portfolio Company
Operating Expenses to
match the presentation format of Item 4.
Principal Risks of the Policy (pages 14-15)
44. Please summarize the principal risks of the Portfolio Optimization
Program, including
any relevant disclosure regarding material conflicts of interest, in
this section.
45. Please confirm whether natural disasters and pandemics, generally, are
principal risks of
the Policy. If not, please consider tailoring the principal risk
disclosure accordingly.
Corey F. Rose, Esq.
May 23, 2022
Page 8 of 16
Policy Lapse
46. The Company states in the second sentence that [t]here is no
guarantee that the Owner s
Policy will not lapse even if the Owner pays the Owner s Planned
Premium.
a. Please briefly explain here why the Policy may lapse, even if a
Policy holder pays
the planned premiums (i.e., if the Cash Surrender Value is less
than the Monthly
Deduction on the day the deduction is made).
b. Please briefly discuss the operation of the Grace Period if the
Policy is in default,
including the notice to be provided, and that the Policyholder has
an opportunity
to make an additional payment to keep the Policy in force.
c. Please reference the no-lapse guarantee riders (e.g., the Policy
will not lapse so
long as the conditions of the riders are satisfied).
d. Please also provide corresponding cross-references to the sections
of the statutory
Prospectus where the subject matter is discussed in greater
detail.
Limitations on Access to Cash Value
47. The second sentence states that making a Partial Surrender or taking a
loan may change
the Owner s Policy s Total Face Amount. Please also caution in the
principal risk
discussion that a decrease in Face Amount may result in a proportional
Surrender Charge.
48. Please revise the third sentence to state: Partial Surrenders and
loans may make the
Owner s Policy more susceptible to lapse.
Tax Treatment of Life Insurance Contracts
49. Please briefly discuss (i) the tax treatment AUL intends for the Policy
(as discussed in the
first sentence) and (ii) the tax treatment of a Modified Endowed
Contract (as discussed in
the second sentence).
50. The last sentence states: There may be adverse tax consequences (i.e.
a 10% penalty) in
the event of a Surrender or withdrawal if the Owner is under the age of
59 . Please
replace i.e. with including to clarify that such adverse tax
consequences may include,
but are not limited to, a 10% federal penalty.
General Information About AUL, the Separate Account and the Fund
The Funds
51. Please revise the first sentence to read: Each Investment Account of
the Separate
Account invests in shares of a corresponding Portfolio Fund. Please
also revise this
subsection consistent with the comment, supra, regarding the use of the
terms Portfolios
and Funds throughout the Registration Statement.
Corey F. Rose, Esq.
May 23, 2022
Page 9 of 16
Voting Rights
52. The second sentence states: In accordance with its present view of
applicable law, AUL
will exercise voting rights attributable to the shares of each Portfolio
held in the
Investment Accounts at regular and special meetings of the shareholders
of the Funds or
Portfolios on matters requiring shareholder voting under the 1940 Act.
Please revise this
sentence consistent with the comment, supra, regarding the use of the
terms Portfolios
and Funds throughout the Registration Statement, to clarify that Owners
have voting
rights only in the series of a trust held in an Investment Account of
the Separate Account
(i.e., voting rights would apply to series of a Fund that are available
as investment
options, but not necessarily every underlying series of a Fund). Please
make
corresponding changes throughout this section.
53. The penultimate sentence of the third paragraph states: If required
by the SEC or under a
contract with any of the Funds, AUL reserves the right to determine in a
different fashion
the voting rights attributable to the shares of the Portfolio. Please
explain what under a
contract with any of the Funds is intended to refer to.
54. Please revise the second sentence of the fourth paragraph, consistent
with prior
comments, as follows: AUL will vote shares of an Investment Account
Portfolio, if
any .
55. The last sentence of the fourth paragraph states that AUL will vote
its own shares in the
same proportion as the voting instructions that are received in a timely
manner for
Policies participating in the Investment Account. Please also
disclose that, due to
proportionate voting, the vote of a small number of Owners can determine
the outcome of
a proposal.
Revenue AUL Receives
56. The last sentence of the second paragraph on page 18 states: The
investment objectives
of each of the Portfolios are described below. Please add a
cross-reference to the
Appendix.
57. The first sentence of the penultimate paragraph on page 18 states:
The Funds are
described in their Prospectuses, which accompany this Prospectus.
Please (i) clarify
whether the term Prospectus, as used in this disclosure, refers to the
summary or statutory
prospectuses of the underlying Portfolios; and (ii) confirm whether
prospectuses for the
underlying Portfolios will be delivered (along with the ISP) to
investors.
Premium Payments and Allocations (pages 21-25)
58. Please move the discussions of optional benefits in this section (i.e.,
Dollar Cost
Averaging Program, Portfolio Rebalancing Program) to the Optional
Benefits Available
Under the Policy section. Please also disclose, in the Portfolio Options
Transfers and
Corey F. Rose, Esq.
May 23, 2022
Page 10 of 16
Optional Benefits Available Under the Policy sections, that only one of
these transfer
programs may be elected at any time.
Premiums
59. Please disclose in this section the minimum required initial premium
amount. If none,
please so state. See Item 9(a)(1).
60. Please add disclosure explaining the Guideline Premium Test and the Cash
Value
Accumulation Test.
Premium Allocations and Crediting
61. The penultimate paragraph of this subsection states, in part, that if an
Owner exercises the
right to examine and cancels it by returning it to AUL, then AUL will
refund either the
premiums paid or the Account Value. Please add this disclosure from
this paragraph
throughout the Registration Statement where the right to examine is
discussed.
Transfer Privilege
62. Please delete the last two sentences of the first paragraph, which
discuss transfer charges.
There do not appear to be any applicable transfer charges.
Dollar Cost Averaging Program
63. The fifth paragraph notes that AUL reserves the right to impose a $25
transfer charge
for each transfer effected under a DCA Program. Please include this
charge in the Fee
Table.
Portfolio Rebalancing Program
64. The final paragraph notes that AUL does not currently charge for its
Portfolio
Rebalancing Program. If AUL reserves the right to charge, please include
the applicable
charge in the Fee Table. Otherwise, please delete currently.
Portfolio Optimization Program
The Program
65. Please explain whether you intend to send an Investment Adviser Brochure
(Part 2 of
Form ADV) and a Form CRS to investors that elect the Portfolio
Optimization Program.
If not, please explain your legal basis. Also, please state in the
Prospectus that MFIM a
registered adviser under the Investment Advisers Act of 1940 and has an
advisory
relationship with each Owner who elects into the Program.
Corey F. Rose, Esq.
May 23, 2022
Page 11 of 16
The Portfolio Optimization Models
66. Please specifically describe the Models in this section (e.g., include
the allocation
percentages), describe the strategies of each Model, and explain where
Owners can find
more information about each Model and its strategy.
Periodic Updates of the Portfolio Optimization Model and Notices of Updates
67. The last two sentences of this section reads as follows: Some of the
riders available
under the Contract require the Owner to participate in a specific asset
allocation service.
If the Owner purchased any of these riders, such riders will terminate
if the Owner
withdraws from Portfolio Optimization or allocates any portion of the
Owner s
subsequent Premiums or Account Value to an Investment Option that is not
currently
allowed with the rider (as more fully described in each rider. Please
supplementally
confirm whether this disclosure is accurate. If so, please add
corresponding disclosure, in
the Brief Description of Restrictions/Limitations column, of the
Other Benefits
Available Under the Policy table describing any such rider limitations
or restrictions.
Fixed Account (page 26)
Summary of the Fixed Account
68. Please revise the last two sentences of the first paragraph as follows:
Accordingly,
neither the Fixed Account nor any interests therein are subject to the
provisions of these
Acts and, as a result, the staff of the SEC has not reviewed the
disclosure in this
Prospectus relating to the Fixed Account. The disclosure regarding the
Fixed Account
is, may, however, be subject to certain generally applicable provisions
of the federal
securities laws relating to the accuracy and completeness of statements
made in
prospectuses.
Minimum Guaranteed and Current Interest Rates
69. The last sentence states: AUL bears the investment risk for Owner s
Fixed Account
values and for paying interest at the Current Rate on amounts allocated
to the Fixed
Account. Please add disclosure clarifying that, although AUL bears
the investment risk,
investors continue to bear investment risk related to the Company s
claims-paying ability
and financial strength.
Charges and Deductions (pages 27-28)
70. Briefly describe current charges for each of the charges listed in this
section. See Item
7(a).
Surrender Charge
71. Identify what is provided in consideration for Surrender Charges (e.g.,
the use of
Surrender Charges to pay distribution costs). See Item 7(a).
Corey F. Rose, Esq.
May 23, 2022
Page 12 of 16
Table of Surrender Charges: Based on a $500,000 Face Amount
72. Please provide the Surrender Charges in this table in percentage terms.
See Instruction 1
to Item 7.
73. The sentence immediately following the table states: Partial
Surrenders are limited to the
Cash Surrender Value of the Policy; therefore, there is no surrender
charge assessed on
Partial Surrenders. Here, and elsewhere as appropriate in the
Prospectus, please add that
withdrawals and Surrenders may have tax consequences, including a
possible tax penalty
if withdrawn before age 59 .
74. The first sentence of the third paragraph under the table states: If
a Face Amount
decrease is requested, AUL will deduct a proportional Surrender Charge
from the
Account Value on the effective date of the decrease. Please provide
an example of a
proportional Surrender Charge deduction.
Death Benefit and Changes in Face Amount (30-37)
Changes in Death Benefit Option
75. The first sentence of the second paragraph states: If the Owner
requests a change from
Death Benefit option 1 to Death Benefit option 2, the Face Amount will
be decreased by
the amount of the Account Value on the date of change. Please
disclose here, if true, that
this decrease in Face Amount will result in a proportional Surrender
Charge.
Other Benefits Available Under the Policy
76. Please identify in this table each benefit that may not be available to
all investors. We
note that the second sentence of Important Information You Should
Consider about the
Policy Optional Benefits states that optional benefit availability
may vary by state or by
selling broker-dealer.
77. Please add a description of the Portfolio Optimization Program to the
table.
78. The Brief Description of Restrictions/Limitations column of the
Children s Insurance
Benefit Rider row states that the rider is not allowed on policies
rated worse than Table
D.
a. Please clarify where investors can find Table D.
b. Throughout the Registration Statement, where similar references
are made to
supplemental tables, please clarify where investors can access
these tables.
79. The Brief Description of Restrictions/Limitations column of the
Overloan Protection
Rider row states that the rider may be exercised only if certain
conditions are met. Please
specify these conditions.
Corey F. Rose, Esq.
May 23, 2022
Page 13 of 16
80. The Brief Description of Restrictions/Limitations column of the
Dollar Cost Averaging
row states that AUL reserves the right to impose a $25 transfer
charge for each transfer
effected under a DCA program. Please add this disclosure to the
discussion of the
benefit under The Policy Dollar Cost Averaging Program. Please also
add this to the
Transaction Fees table in the Fee Table section of the Prospectus.
Accelerated Death Benefit for Terminal Illness Rider
81. This subsection notes that a one-time Administrative Fee may be charged
when the
Accelerated Death Benefit is paid under this rider. Please add this to
the Transaction
Fees table in the Fee Table section of the Prospectus.
Accelerated Death Benefit for Chronic Illness Rider
82. This subsection notes that a one-time Administrative Fee may be charged
when the
Accelerated Death Benefit is paid under this rider. Please add this to
the Transaction
Fees table in the Fee Table section of the Prospectus.
Cash Benefits (pages 38-40)
Policy Loans
83. To assist with investor comprehension, consider disclosing the purpose
of Policy loans
(i.e., to access Policy value without adverse tax consequences
associated with partial
Surrenders).
Partial Surrenders
84. The second sentence of the third paragraph states: The maximum
Partial Surrender
amount is the Cash Surrender Value minus the greater of (1) $1,000 or
(2) three times the
most recent Monthly Deductions. Please make Monthly Deductions
singular, and
consider revising the subparagraph numbering as follows to clarify the
formula: The
maximum Partial Surrender amount is the Cash Surrender Value minus the
greater of (a)
$1,000 or (b) three times the most recent Monthly Deductions.
Other Policy Provisions (pages 42-44)
Deferral of Payments
Variable Account
85. Please revise the parenthetical in this paragraph as follows: (except
normal holiday
closings and weekends) .
Corey F. Rose, Esq.
May 23, 2022
Page 14 of 16
Appendix: Funds Available Under the Policy
86. If applicable, please include a statement explaining that updated
performance information
is available and providing a website address and/or toll-free (or
collect) telephone number
where the updated information may be obtained. Instruction 1(e) to Item
18.
87. The sentence immediately preceding the table states: Depending on the
optional benefits
you choose, you may not be able to invest in certain Underlying Funds.
Please indicate
which Portfolios are available (or are restricted) under the benefits
offered under the
Policy or delete this statement. See Instruction 1(f)(2) to Item 18. If
the statement is kept,
please change Underlying Funds to Funds.
88. Please generally revise the columns of the table to conform to the
presentation format of
Item 18. In particular:
a. Please delete the Fund Identifier and Fund Family
columns.
b. Please move the Type of Fund column to the left-hand side of
the table.
c. Please revise the Fund Name row to reflect the presentation
format in Item 18
(i.e., Portfolio Company and Adviser/Subadviser ).
d. Please delete the words Expense Ratio in the fifth column
header.
89. If applicable, identify each Portfolio subject to an expense
reimbursement or fee waiver
arrangement and provide a footnote stating that their annual expenses
reflect temporary
fee reductions. See Instruction 4 to Item 18.
BACK COVER PAGE
90. The information required by Item 1(b) appears on the final page of the
Appendix. Please
move this to a separate page.
91. Please add the EDGAR contract identifier on the bottom of the back cover
page in type
size smaller than that generally used in the Prospectus (e.g., 8-point
modern type). Item
1(b)(4).
PART C
Item 37. Fee Representation
92. Please replace The Registrant with American United Life
Insurance Company
( Insurance Company ).
Corey F. Rose, Esq.
May 23, 2022
Page 15 of 16
SIGNATURES
93. The Registration Statement is signed by the principal executive officer.
Please note the
signature requirements of Section 6(a) of the Securities Act of 1933,
which require that
the Registration Statement also be signed by (i) the comptroller or
principal accounting
officer and (ii) the principal financial officer. In this regard, any
person who occupies
more than one of the positions specified in Section 6(a) of the
Securities Act should
indicate each capacity in which he or she signs the Registration
Statement.
SUMMARY PROSPECTUS FOR NEW INVESTORS
94. To the extent relevant, please apply all foregoing comments to the
statutory Prospectus to
the ISP.
95. Please revise the title of the ISP as follows: Form of Summary
Prospectus for New
Investors.
96. The section of the ISP titled Additional Information About Fees
currently provides
disclosure responsive to Item 7. Please remove this disclosure from the
ISP and replace it
with the statutory Prospectus disclosure responsive to Item 4. See also
Rule 498A.
97. Please supplementally confirm that the following sections of the summary
prospectus are
identical to the corresponding sections of the statutory Prospectus:
Important Information
You Should Consider About the Policy (Item 2); Overview of the Policy
(Item 3);
Standard Death Benefits (Item 10(a)); Other Benefits Available Under the
Policy (Item
11(a)); Buying the Policy (Item 9(c)-(c)); How Your Policy Can Lapse
(Item 14(a)-(c));
Making Withdrawals: Accessing the Money in Your Policy (Item 12(a); and
Funds
Available Under the Policy Appendix (Item 18). See also Rule 498A.
98. Please supplementally confirm that in the electronic version of the ISP:
(a) the website
address in the legend will comply with the requirements of Rule
498A(b)(2)(v)(B) and
any other website address will comply with the requirements of Rule
498A(i)(4); and (b)
the Table of Contents (if applicable), cross references, and all defined
terms will comply
with the requirements of Rule 498A(h)(2)(ii), (iii) and (iv),
respectively.
* * * *
Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities
Act. Where no
change will be made in a filing in response to a comment, please indicate this
fact in the letter to
us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus.
Corey F. Rose, Esq.
May 23, 2022
Page 16 of 16
We remind you that the Company is responsible for the accuracy and
adequacy of its
disclosure in the registration statement, notwithstanding any review, comments,
action, or
absence of action by the staff.
You may contact me at (202) 551-7703 or williamsmat@sec.gov if you have
any
questions.
Sincerely,
/s/ Matthew S. Williams
Senior Counsel
cc: Michael C. Pawluk, Senior Special Counsel
Sally Samuel, Branch Chief
James Catano, Esq.