SEC Issues No-Action Letter Regarding American General Life Insurance, Variable Annuity Life Insurance, U.S. Life Insurance

WASHINGTON, May 30 -- The Securities and Exchange Commission issued the following no-action letter on May 28, 2024:

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RESPONSE OF CHIEF ACCOUNTANT'S OFFICE DIVISION OF INVESTMENT MANAGEMENT

To: Chip Lunde, Willkie Farr & Gallagher LLP, Email: CLunde@willkie.com

Re: American General Life Insurance Company, The Variable Annuity Life Insurance Company and The United States Life Insurance Company in the City of New York

By letter dated May 28, 2024 ("Request Letter"), you request permission under Regulation S-X Sec.3-13 ("Rule 3-13") for American General Life Insurance Company ("AGL"), The Variable Annuity Life Insurance Company ("VALIC"), and The United States Life Insurance Company in the City of New York ("USL,") (each a "Company" and together the "Companies") to file audited financial statements prepared in accordance with statutory accounting principles/1 ("SAP"), in place of financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), in registration statements on Form S-1 that the Companies will file with the Commission for certain annuity contracts described in the Request Letter (the "Contracts") in satisfaction of the financial information required by Form S-1, including the requirements of Items 11(e), 11(g), and 16(b) of Form S-1, as described in the Request Letter.

Based on the facts and representations set forth in the Request Letter, as well as the conditions outlined in the Request Letter,/2 and without necessarily agreeing with all of your analysis, your request for permission under Rule 3-13 for AGL, VALIC, and USL to file SAP financial statements, audited by an independent auditor, in lieu of GAAP financial statements in registration statements filed for the Contracts on Form S-1, as it relates to the accounting basis of those financial statements only and as described above, is granted./3

If you have any questions regarding this letter, please call the Chief Accountant's Office of the Division of Investment Management at (202) 551-6918.

Sincerely,

Jenson Wayne, Chief Accountant, Division of Investment Management

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

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Footnotes:

1/ You note that these principles are those that are prescribed or permitted by the Companies' domiciliary state regulators.

2/ Any different facts, representations or conditions might require the Division to reach a different conclusion.

3/ Our position has been developed in consultation with the staff of the Commission's Office of the Chief Accountant.

This permission is provided for the Contracts described in the Request Letter based on the facts disclosed therein, including that the Contracts seeking to rely on the permission are non-variable annuity contracts classified as market-value adjusted annuities, contingent deferred annuities, and/or indexed annuities. As to any Contract registered or materially amended in the future, this permission is subject to the Commission staff's assessment of the Contract's registration statement for consistency with the facts described in the Request Letter and the intended product types. In this regard, you have stated that the Companies will notify the staff, in a letter accompanying the filing of any new registration statement for a Contract or any post-effective amendment to an existing registration statement that reflects a material change to a Contract, of its intent to rely on the permission granted in this letter.

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Original text here: https://www.sec.gov/files/investment/no-action/american-general-life-insurance-company-052824.pdf