 | Administrative Office: 4333 Edgewood Road NE Cedar Rapids, IA 52499 |
February 22, 2011
Mr. Craig Ruckman
Staff Attorney – Office of Insurance Products
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-0506
| Re: | Post-Effective Amendment No. 16 to the Registration Statement on Form N-4 for Transamerica Life Insurance Company, Separate Account VA X (File No. 333-125817) (“Prototype Registration Statement”) |
Dear Mr. Ruckman:
Enclosed is one copy of the above-referenced Prototype Registration Statement that was filed with the Securities and Exchange Commission by Transamerica Life Insurance Company (“Transamerica”) as Post-Effective Amendment No. 16 on February 18, 2011 pursuant to paragraph (a) of Rule 485 under the Securities Act of 1933. This Prototype Registration Statement is filed in conjunction with Transamerica’s request, dated February 22, 2011, for permission to file post-effective amendments to certain other registration statements on Form N-4 pursuant to paragraph (b)(1)(vii) of Rule 485. A copy of Transamerica’s (b)(1)(vii) request is attached.
For your reference, Transamerica has included one copy of the Prototype Registration Statement’s Flexible Premium Variable Annuity – I prospectus and SAI, redlined to show the changes from Post-Effective Amendments No. 13, 14 and 15, which were filed on April 26, 2010, August 9, 2010, and January 26, 2011 respectfully. Also included is a redlined comparison of the Retirement Income ChoiceSM 1.5 against the Retirement Income ChoiceSM 1.4 for the Flexible Premium Variable Annuity – S. Capitalized terms used and not otherwise defined are consistent with the defined terms set forth in the Prototype Registration Statement’s prospectus.
Transamerica is filing the Registration Statement in order to modify disclosure with respect to the changes in the fees, removal of the Retirement Income ChoiceSM 1.4 rider, and adding the Flexible Premium Variable Annuity – S with the Retirement Income ChoiceSM 1.5 rider and different underlying funds.
Except for the material revisions noted above and as shown in the red-lined copies of the Registration Statement and certain underlying fund differences, the disclosure in the Registration Statement is the same as the disclosure in the currently effective Registration Statement previously reviewed by the Commission. Therefore, pursuant to Investment Company Act Release No. 13768, Transamerica respectfully requests selective review of the Registration Statement.
If you have any comments or questions regarding these filings, please call Sandy Dix at (319) 355-8427 or Darin Smith at (319) 355-8327.
Very truly yours,
/s/ Darin D. Smith
Darin D. Smith
General Counsel
Enclosures
| Administrative Office: 4333 Edgewood Road NE Cedar Rapids, IA 52499 |
February 22, 2011
William James Kotapish, Esq.
Assistant Director
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-0506
| Re: | Request Pursuant to Rule 485(b)(1)(vii) under the Securities Act of 1933 |
Dear Mr. Kotapish:
We are writing to you on behalf of Transamerica Life Insurance Company, and Transamerica Financial Life Insurance Company (together “Transamerica”) and the following registrants, Separate Account VA B, Separate Account VA C, Separate Account VA W, Separate Account VA X, Separate Account VA Y, Separate Account VA EE, Separate Account VA GG, Separate Account VA BNY, Separate Account VA WNY, Separate Account VA YNY and Separate Account VA HNY (“Registrants”), to respectfully request permission to file post-effective amendments to the registration statements on Form N-4 listed below (“Replicate Registration Statements”) under Rule 485(b)(1)(vii) under the Securities Act of 1933 (“Securities Act”):
| Securities Act No. (Form N-4) |
| 033-33085 |
| 033-56908 |
| 333-83957 |
| 333-116562 |
| 333-131987 |
| 333-149336 |
| 333-169445 |
| 033-83560 |
| 333-120125 |
| 333-147041 |
| 333-149337 |
The post-effective amendments to the Replicate Registration Statements will contain revisions that may render them ineligible to be filed under Rule 485(b).1 However, Transamerica believes the revisions will be “substantially identical”2 to revisions that will be set forth in the post-effective amendment to the registration statement on Form N-4 (File No. 333-125817) (the “Prototype Registration Statement”).
Granting permission to file post-effective amendments to the Replicate Registration Statements under Rule 485(b) will reduce Securities and Exchange Commission (“Commission”) staff time and effort in reviewing
1 Please see Exhibit A for a description of those changes contained in the Prototype Registration Statement that Transamerica and the Registrants propose to make to the above Replicate Registration Statements if this request is granted.
2 Transamerica and the Registrants may need to make minor, non-material revisions to each of the Replicate Registration Statements above because slight differences in the products would make the disclosure inconsistent if the changes in the Prototype Registration Statement were incorporated exactly as it appears in the Prototype Registration Statement. Any changes from the Prototype Registration Statement would most likely result from differences in the use of terminology between products.
William James Kotapish, Esq.
February 22, 2011
2 |Page
substantially identical disclosure for each of the Replicate Registration Statements. We believe the process proposed by this letter is to the mutual benefit of both the Commission staff and the Registrants.
Rule 485(b)(1)(vii) gives the Commission discretionary authority to permit certain types of post-effective amendments that are not otherwise eligible to be filed under Rule 485(b), to become effective automatically on the date upon which they are filed or at a later date designated by the registrant.3 Registrants are instructed to make requests for permission to file post-effective amendments under Rule 485(b)(1)(vii) by a letter to the Division of Investment Management (the “Division”).4 The Commission staff has also encouraged registrants to file “prototype registration statements” when they are “simultaneously making a number of filings that contained identical changes, rendering separate staff review of each filing duplicative.”5
The Commission’s exercise of its authority under Rule 485(b)(1)(vii) would permit, for example, substantially identical revisions contained in post-effective amendments filed by a number of funds in a fund complex to become effective upon filing without Division review if the Division had previously had an opportunity to review one of them.6 Here, the term “fund” would relate to a registration statement filed by a registered open-end management investment company, unit investment trust or separate account as defined in section 2(a)(37) of the Investment Company Act of 1940.7 Transamerica and each Registrant undertake to make the following representations in support of this request:
| — | Because the post-effective amendments to the Replicate Registration Statements are substantially identical to the Prototype Registration Statement, the Registrants will be able to revise the post-effective amendments to the Replicate Registration Statements effectively to reflect Commission staff comments made on the Prototype Registration Statement. |
| — | The Registrants will make corresponding changes to the post-effective amendments to the Replicate Registration Statements in response to comments made by the Commission staff on the Prototype Registration Statement. |
| — | The post-effective amendments to the Replicate Registration Statements will not contain any changes other than those changes discussed in this request which would make the post-effective amendments ineligible to be filed under Rule 485(b). |
Thank you for your consideration in this matter. Please call me at (319) 355-8327 if you have any questions with respect to this request.
Very truly yours,
/s/ Darin D. Smith
Darin D. Smith
General Counsel
3 See Securities Act Release No. 7083, Investment Company Act Release No. 20486 (August 17, 1994) (the “Release”);See also Securities Act Release No. 7448 (October 11, 1997) (redesignating former paragraph (b)(1)(ix) as paragraph (b)(1)(vii).
4 Id.
5 General guidance to variable annuity, variable life, and other insurance company investment contract registrants in connection with the preparation of disclosure documents and other filings, Section III.D.2, (November 7, 1996).
6 See Release at footnote 9.
7 Rule 485(b) provides, in relevant part that “a post-effective amendment to a registration statement filed by a registered open-ended investment company, unit investment trust or separate account as defined by section 2(a)(37) of the Investment Company Act shall become effective….”
William James Kotapish, Esq.
February 22, 2011
3 |Page
EXHIBIT A
Below is a summary of the particular revisions made to the Prototype Registration Statement (Form N-4, No. 333-125817) that we propose to make to the Form N-4 Replicate Registration Statements referenced in this Rule 485(b)(1)(vii) letter dated February 22, 2011. The sections below refer to the sections set forth in the Prototype Registration Statement.
| Section in Registration Statement: Part A Prospectus |
| 1. | Change in the fees |
| 2. | Adding Flexible Premium Variable Annuity – S with the Retirement Income ChoiceSM 1.5 and different underlying funds |
| 3. | Removal of Retirement Income ChoiceSM 1.4 |