[LOGO OF AMERICAN GENERAL LIFE INSURANCE COMPANY]
Jennifer P. Powell
Associate General Counsel
Direct Line (713) 831-4954
FAX (713) 620-4924
E-mail:Jennifer.Powell@aglife.com
Via Edgar and Overnight Mail
April 17, 2013
Mr. Min S. Oh
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Separate Account USL VL-R ("Registrant")
The United States Life Insurance Company in the City of New York
("Depositor")
Amended Registration Statement on Form N-6
File Nos. 333-149403 and 811-09359
Dear Mr. Oh:
Thank you for the comments provided to us on April 2, 2013. We have
considered your comments and provided the following responses:
1. General Comment
Comment ? Please disclose the existence of any third party
guarantees or support agreements to the Staff.
Response ? The Depositor is party to a capital maintenance agreement
with its parent, AIG. The existence of the agreement is disclosed in
the SAI and a copy attached as an exhibit to the registration
statement. For policies issued prior to April 30, 2010, the
Depositor is party to a guarantee agreement with American Home
Assurance Company, an affiliate of the Depositor. This guarantee
agreement was terminated with regard to new policies issued after
April 30, 2010. The financial statements of American Home are
included in the registration statement as a result of the guarantee
agreement.
2. General Comment
Comment ? If Registrant is relying on Rule 12h-7, please provide
appropriate representation, per guidance 33-8996 on 1/8/09.
Response ? We will add the following disclosure on page 69 of the
prospectus:
Rule 12h-7 disclosure. In reliance on the exemption provided by
Rule 12h-7 of the Securities Exchange Act of 1934 ("?34 Act"), US
Life does not intend to file periodic reports as required under the
?34 Act.
3. General Comment
Comment ? Note that the contract name on the cover page should be
identical to the EDGAR class identifier.
Response ? The EDGAR class identifier will be updated to match the
contract name on the cover page.
4. Front and Back Cover Page
a. Comment ? Add note that prospectus describes all material rights or
all material features under the policy.
Response ? The first sentence of the Front Cover page has been
amended to read as follows:
This prospectus describes all material rights and features of the
Protection Advantage Select flexible premium variable universal life
insurance Policies issued by US Life.
b. Comment ? The prospectus indicated that it is sold on several
jurisdictions. Please confirm which jurisdictions the depositor is
licensed to do business. If depositor only does business in one
jurisdiction, revise references to other jurisdictions.
Response ? The Depositor is licensed to do business in multiple
jurisdictions, but the policies are only available in the state of
New York. The prospectus has been amended to reflect that the
policies are only available in the state of New York, and references
to specific other jurisdictions have been deleted.
5. Summary of Policy Benefits
a. Comment ? Disclose maximum net amount at risk and how it is
calculated for the death benefit (references on pages 7 and 33).
Response ? The net amount of risk will vary based on the death
benefit of the policy and the amount of accumulation value in the
policy. The two references to maximum net amount at risk have been
edited to add more information regarding the maximum net amount at
risk and how it is determined as follows:
Page 6 of the prospectus: Death Benefit Option 3 is the sum of (a)
the death benefit we would pay under Option 1 and (b) the cumulative
amount of premiums you paid for the Policy and any riders. There is
a Maximum Net Amount at Risk associated with Death Benefit Option 3.
The Maximum Net Amount at Risk on the Date of Issue can vary based
on factors such as the insured person?s sex, age and premium class
and is shown on page 3 of your Policy.
Page 29 of the prospectus: The sum of (a) the death benefit we
would pay under Option 1 and (b) the cumulative amount of premiums
you paid for the Policy and any riders. There is a Maximum Net
Amount at Risk associated with Death Benefit Option 3. The Maximum
Net Amount at Risk on the Date of Issue can vary based on factors
such as the insured person?s sex, age and premium class and is shown
on Page 3 of your Policy.
b. Comment ? For planned periodic premium payments on page 7, revise
the cross-reference for monthly premium and planned periodic
premium; cross-reference to guaranteed period benefits as is done in
Income Advantage Select Registration Statement.
Response ? The cross-reference has been updated to match the cited
cross-reference in Income Advantage Select.
c. Comment ? Fixed Account discussions on pages 8 and 30, disclose
guaranteed minimum annual effective rate.
Response ? The guaranteed minimum annual effective interest rate of
2% has been added in both places.
d. Comment ? In the Tax Benefits discussion on page 8, disclose that
the death benefit may be subject to estate taxes.
Response ? The following sentence from page 7 of the prospectus has
been edited to add the italicized text:
Generally, under federal tax law, the death benefit under a
qualifying life insurance policy is excludable from the gross income
of the beneficiary, but the death benefit may be subject to federal
estate taxes if the insured has incidents of ownership in the
policy. In addition, under a qualifying life insurance policy, cash
value builds up on a tax deferred basis and transfers of cash value
among the available investment options under the policy may be made
income tax free.
6. Tables of Fees and Charges
a. Comment ? The preamble to the Tables of Fees and Charges should be
revised to more accurately reflect the disclosure required by Item 3
of form N-6.
Response ? The preamble preceding the Tables of Fees and Charges on
page 10 of the prospectus is replaced with the text below:
The following tables describe the fees and charges that you will pay
when buying, owning, and surrendering the Policy. The first tables
describe the fees and charges that you will pay at the time that you
buy the Policy, surrender the Policy, or transfer accumulation value
between investment options. No Policy owner will be charged more
than the amount we show under the "Maximum Guaranteed Charge"
columns.
b. Comment ? Reduce the amount of narrative in the tables themselves,
moving the detailed narrative to the footnotes.
Response ? The Monthly Charge, Daily Charge, Accidental Death
Benefit, Waiver of Monthly Deduction, Guaranteed Minimum Death
Benefit and Guaranteed Withdrawal Benefit tables have been updated
as requested and are included below.
Periodic Charges
Charge When Charge is Maximum Current
Deducted Guaranteed Charge Charge
Monthly Charge per
$1,000 of base
coverage(1)
Maximum Charge(2) Monthly, at the $2.66 per $1000 of $2.66 per $1000 of
Beginning of each base coverage base coverage
Policy month.(3)
Maximum Charge(4) Monthly, at the $0.09 per $1000 of $0.09 per $1000 of
Beginning of each base coverage base coverage
Policy month.(3)
Example Charge(5) Monthly, at the $0.38 per $1000 of $0.38 per $1000 of
Beginning of each base coverage base coverage
Policy month.(3)
Daily Charge daily annual effective annual effective
(mortality and rate of 0.70% (7) rate of 0.70% (7)
Expense risk fee)
Policy years 1-10(5)
Policy Loan Annually (in 4.75% of the loan 4.75 of the loan
Interest Charge advance,on your balance(8) balance(8)
_______________
(1) The Monthly Charge per $1,000 of base coverage will vary
based on the amount of base coverage and the insured person?s sex,
age and premium class. See "Base coverage and supplemental
coverage" on page 31. The Monthly Charge per $1,000 of base
coverage shown in the table may not be typical of the charges
you will pay. Page 3A of your Policy will indicate the initial
Monthly Charge per $1,000 of base coverage applicable to your
Policy. Your Policy refers to this charge as the "Monthly Expense
Charge for the First Five Years." More detailed information
covering your Monthly Charge per $1,000 of base coverage is
available on request from our Administrative Center, shown
under "Contact Information" on page 5 of this prospectus, or
your US Life representative. There is no additional charge
for any illustrations which may show various amounts of coverage.
(2) The maximum charge is for an 85 year old male, standard
tobacco, with a Specified Amount of $360,000, of which $360,000
is base coverage.
(3) The charge is assessed during the first 5 Policy years
and during the first 5 Policy years following an increase in base
coverage. The charge assessed during the 5 Policy years
following an increase in base coverage is only upon the amount
of the increase in base coverage.
(4) The minimum charge is for an 18 year old female,
preferred plus, non-tobacco, with a Specified Amount of
$360,000, of which $36,000 is base coverage.
(5) The example charge is for a 50 year old male,
preferred non-tobacco, with a Specified Amount of $360,000,
of which $306,000 is base coverage.
(6) After the 10th Policy year, the maximum daily charge
will be as follows:
Policy years 11-20...........annual effective rate of 0.35%
Policy years 21+..............annual effective rate of 0.15%
These reductions in the maximum amount of the daily
charge are guaranteed.
(7) The annual effective rate is the annual effective rate of
accumulation value invested in the variable investment options.
(8) We assess loan interest at the beginning of each Policy year
at a rate of 4.54%. The 4.54% rate is equivalent to interest
assessed at the end of the Policy year at an annual effective
rate of 4.75%. See "Policy loans" on page 52.
Periodic Charges for
Optional Benefit Riders
Optional Benefit When Charge is Maximum Current
Deducted Guaranteed Charge Charge
Accidental Death
Benefit(1)
Maximum Monthly, at the $0.16 per $1,000 of $0.16 per $1,000 of
Charge(2) beginning of each rider coverage rider coverage
Policy month
Maximum Monthly, at the $0.06 per $1,000 of $0.06 per $1,000 of
Charge(3) beginning of each rider coverage rider coverage
Policy month
Example Monthly, at the $0.07 per $1,000 of $0.07 per $1,000 of
Charge(4) beginning of each rider coverage rider coverage
Policy month
Children's Monthly, at the $0.43 per $1,000 of $0.43 per $1,000 of
Insurance beginning of each rider coverage rider coverage
Benefit Policy month
Waiver of
Monthly
Deduction(5)
Maximum Monthly, at the $0.40 per $1,000 of $0.40 per $1,000 of
Charge(6) beginning of each net amount at risk net amount at risk
Policy month attributable to the attributable to the
Policy Policy
Minimum Monthly, at the $0.02 per $1,000 of $0.02 per $1,000 of
Charge(7) beginning of each net amount at risk net amount at risk
Policy month attributable to the attributable to the
Policy Policy
Example Monthly, at the $0.08 per $1,000 of $0.02 per $1,000 of
Charge(8) beginning of each net amount at risk net amount at risk
Policy month attributable to the attributable to the
Policy Policy
_______________
(1) The charge for the Accidental Death Benefit Rider will vary based on
the insured person?s age.
(2) The maximum charge is for a 70 year old.
(3) The minimum charge is for a 29 year old.
(4) The example charge is for a 50 year old.
(5) The charge for the Waiver of Monthly Deduction Rider will vary based
on the insured person?s age when we assess the charge.
(6) The maximum charge is for a 59 year old.
(7) The minimum charge is for a 18 year old.
(8) The example charge is for a 50 year old.
Periodic Charges for
Optional Benefit Riders
Charge When Charge is Maximum Current
Deducted Guaranteed Charge Charge
Guaranteed Minimum
Death Benefit
Rider Charge(1)
Maximum Monthly, at the $12.66 per $1,000 of $0.83 per $1,000 of
Charge(2) beginning of each net amount at risk net amount at risk
Policy month attributable to attributable to
total of base and total of base and
supplemental supplemental
coverages coverages
Maximum Monthly, at the $0.04 per $1,000 of $0.01 per $1,000 of
Charge(3) beginning of each net amount at risk net amount at risk
Policy month attributable to attributable to
total of base and total of base and
supplemental supplemental
coverages coverages
Maximum Monthly, at the $0.28 per $1,000 of $0.16 per $1,000 of
Charge(4) beginning of each net amount at risk net amount at risk
Policy month attributable to attributable to
total of base and total of base and
supplemental supplemental
coverages coverages
Lifestyle Income
Rider Charge(1)
Maximum Monthly, at the $2.35 per $1,000 of $0.16 per $1,000 of
Charge(5) beginning of each rider amount at rider amount
at Policy month risk risk
Maximum Monthly, at the $0.01 $1,000 of $0.01 per $1,000 of
Charge(6) beginning of each rider amount at rider amount
at Policy month risk risk
Maximum Monthly, at the $0.12 per $1,000 of $0.12 per $1,000 of
Charge(7) beginning of each rider amount at rider amount
at Policy month risk risk
_______________
(1) The charge for the Guaranteed Minimum Death Benefit rider
and the Lifestyle Income Rider will vary based on the insured person?s
sex, age, premium class and death benefit Option selected. If you
elect the Lifestyle Income Rider you must also elect the Guaranteed
Minimum Death Benefit rider.
(2) The maximum charge is for an 85 year old male, standard tobacco,
with a Specified Amount of $360,000, of which $360,000 is base coverage.
(3) The minimum charge is for an 18 year old female, preferred plus,
non-tobacco, with a Specified Amount of $360,000, of which $36,000
is base coverage.
(4) The example charge is for a 50 year old male, preferred
non-tobacco, with a Specified Amount of $360,000, of which $306,000
is base coverage.
(5) The maximum charge is for a 70 year old female, preferred
plus, with a Specified Amount of $360,000, of which $360,000 is
base coverage.
(6) The minimum charge is for an 18 year old male, standard
tobacco, with a Specified Amount of $360,000, of which $36,000
is base coverage.
(7) The example charge is for a 50 year old male, preferred
non-tobacco, with a Specified Amount of $360,000, of which $306,000
is base coverage.
c. Comment ? Review all footnotes to confirm they are matched to
correct text.
Response ? All footnotes have been reviewed and the references
corrected to match to the appropriate text.
7. Separate Account USL VL-R
Comment ? On page 22 of the prospectus, correct the last sentence of
the second paragraph from referring to "Separate Account assets" to
referring to "US Life assets."
Response ? The requested edit was made to page 18 of the prospectus.
8. Investment Options
Comment ? Please consider for clarity adding the information in the
footnotes to the table as parentheticals.
Response ? As appropriate, the footnotes have been moved into the
table as parenthetical information.
9. Bolded Language ? Investment Options
Comment ? Include instructions on how to obtain the fund
prospectuses in the bold.
Response ? The text has been bolded and expanded as shown below:
Please check the Protection Advantage Select webpage at
www.americangeneral.com to view the Fund prospectuses and their
supplements, or contact us at our Administrative Center to request
copies of Fund prospectuses and their supplements.
10. Guaranteed Minimum Death Benefit Rider
a. Comment ? On page 49 of the prospectus, confirm that the last
sentence of the second paragraph regarding loan interest is new
disclosure or verify that it is existing language. Will it be
applied retroactively to existing clients? If not, clarify.
Response ? The last sentence is new disclosure, and it applies only
on riders issued on or after May 1, 2013. The disclosure has been
amended as shown in italics below:
However, if your rider was issued on or after May 1, 2013, if you
have an outstanding loan and the Policy?s cash surrender value is
not enough to cover loan interest when due, the Policy will enter
the grace period regardless of the Continuation Guarantee Account.
b. Comment ? On page 51 of the prospectus, with regard to the
Continuation Guarantee Account, please clarify that it does not
impact policy value or death benefit value.
Response ? A clarification that there is no impact to policy value
or death benefit value has been added to page 43 of the prospectus,
as shown below:
The Continuation Guarantee Account value is calculated in the
same manner as your Policy value. We determine the Continuation
Guarantee Account value however, by using different charges and a
different interest rate. Except as stated in this rider, the
Continuation Guarantee cost of insurance rates table, the
Continuation Guarantee interest rate, and all other Continuation
Guarantee charges are guaranteed not to change. The initial
Continuation Guarantee interest rate is found in your Policy
Schedule. The initial charges are found in your Policy Schedule and
in the rider. The Continuation Guarantee Account has no impact on
your death benefit, accumulation value or Policy value.
c. Comment ? In the third paragraph on page 52 of the prospectus, does
the change from third policy year to second policy year apply
retroactively or on a go-forward basis?
Response ? The prospectus disclosure has been edited, as shown
below, to clarify that for new policies, the adjustment period
begins with the second policy year.
For Policies issued on May 1, 2013 or later, beginning with the
second Policy year and each Policy year thereafter, the Continuation
Guarantee Account is subject to adjustment. For Policies issued
before May 1, 2013 this adjustment period began with the third
Policy year.
d. Comment ? In the third paragraph on page 54 of the prospectus, with
regard to the restricted investment options, clarify whether that
paragraph applies to election of the Rider before, on or after
4/30/2013.
Response ? The paragraph applies to all owners, regardless of when
their rider was elected, and the disclosure has been updated as
shown below. Prior rider owners were subject to the same 30%
investment restrictions. This disclosure is not new. The only change
in investment restrictions for Polices issued prior to May 1, 2013
is the addition of funds new to the product. The disclosure has been
updated as shown below:
In addition, regardless of when you elected the guaranteed minimum
death benefit rider, the investment options listed below are
designated as restricted investment options.
e. Comment ? On page 57 of the prospectus, with regard to Reinstatement
of the rider, confirm and disclose whether the rider can be
reinstated after policy lapse for owners who elected the rider prior
to May 1, 2013.
Response ? The rider can only be reinstated for owners who elected
the rider on May 1, 2013 or later, and the disclosure has been
updated as shown below:
Reinstatement. If you elected your rider on May 1, 2013 or later,
we will reinstate this rider by written request if your Policy is
reinstated at the same time. The reinstated rider will be in force
from the same date that the Policy is reinstated.
11. Guaranteed Withdrawal Benefit Rider
a. Comment ? On page 57 of the prospectus, for the benefit amount,
describe parameters by which amount of the benefit withdrawal
benefit basis may be selected including minimum and maximum.
Response ? On pages 46-47 of the prospectus, the disclosure has been
updated as shown below:
Guaranteed Withdrawal Benefit Amount. You may elect to
receive withdrawal benefit payments under the rider after meeting
the eligibility requirements. The Policy anniversary on which you
begin receiving payments is the Initial Election Date. The
Withdrawal Benefit Basis is the equivalent of the maximum amount by
which the Owner has decided to reduce the death benefit to provide
for the withdrawal benefit under the rider, and is shown on the
Rider Schedule. The Withdrawal Benefit Basis that may be selected
must at least be $60,241. The maximum Withdrawal Benefit Basis that
may be selected is subject to limitations based on our rules in
effect and may be less than 100% of the Policy?s specified amount.
On the Initial Election Date, we will determine the initial
Withdrawal Benefit Balance which is the total amount of withdrawal
benefits available under the rider. This is calculated by
multiplying the Withdrawal Benefit Basis by the applicable factor
from the Table of Withdrawal Benefit Factors shown on the Rider
Schedule. We will also determine the Guaranteed Withdrawal Benefit
Amount ("GWB") which is the maximum amount of each monthly payment
you can receive. This is determined by multiplying the initial
Withdrawal Benefit Balance by the Guaranteed Withdrawal Benefit
Percentage shown on the Rider Schedule. We currently set the
Guarantee Withdrawal Benefit Percentage to 0.83% for all policies.
We may change this percentage for Policies issued in the future. We
will provide at least 120 monthly withdrawal benefit payments. You
can elect to receive smaller payments over a longer period of time.
We may change the minimum number of GWB payments for Policies issued
in the future.
b. Comment ? Describe how the guaranteed withdrawal benefit amount is
determined. Explain or clarify when or why an owner may exceed 120
monthly payments. On page 60 of the prospectus, please provide more
narrative explanation of how the guaranteed withdrawal benefit was
determined to be $1494.
Response ? Policy owners may choose to take less than their maximum
monthly payments. Should they so choose, the duration of payments
can increase. This disclosure is currently in the prospectus on page
57 and in the disclosure above.
On page 49 of the prospectus, the example has been updated as shown
below:
Example 1: Guaranteed Withdrawal Benefit Amount and Withdrawal Benefit
Balance
Below is an example showing how the GWB and the Withdrawal Benefit Balance
work together. This example assumes that:
* The insured is a male, age 50, preferred non-tobacco;
* The specified amount is $360,000, of which $306,000 is base
coverage;
* The first 12 months of GWB payments are shown in the following
table;
* The Owner does not take GWB payments for two of the first 12 months;
* The Withdrawal Benefit Basis purchased under the rider is $180,000;
* The Guaranteed Withdrawal Benefit Percentage is 0.83%;
* On the Initial Election Date, the applicable Withdrawal Benefit
Factor is 1.0;
* The Policy has been in force for at least the Minimum Eligibility
Period; and
* The Policy meets all the other Benefit Eligibility for receiving GWB
payments.
The initial Withdrawal Benefit Balance is equal to the
Withdrawal Benefit Basis, multiplied by the Withdrawal Benefit
Factor on the Initial Election Date. For this example, the initial
Withdrawal Benefit Balance is $180,000 ($180,000 multiplied by 1.0).
The GWB is equal to the initial Withdrawal Benefit Balance, multiplied
by the Guaranteed Withdrawal Benefit Percentage. For this example,
the GWB is equal to $1,494 ($180,000 multiplied by 0.83%).
12. Fees and Charges ? M&E Charge
Comment ? On page 62 of the prospectus, with regard to M&E Charges,
cross reference to page 65 to explain the charge.
Response ? The requested cross reference has been added.
13. Monthly Charges
Comment - Adjust discussion of Overloan Protection Rider in the fee
table to be in the Rider section, to resolve the current conflicting
locations of transaction charges in the tables and rider cost in the
fee discussions later in prospectus.
Response ? The fee tables have been updated to move the Overloan
Protection Fee information to the Rider section, as shown below:
The next tables describe the fees and expenses that you will pay on a
transaction basis or periodically if you elect an optional benefit rider during
the time that you own the Policy.
Transaction Fees for
Optional Benefit Riders
Optional Benefit When Charge is Maximum Current
Rider Deducted Guaranteed Charge Charge
Guaranteed Minimum
Death Benefit
Rider Charge(1)
Overloan Protection
Rider
One-Time Charge At time rider is 5.0% f Policy's 3.5% of Policy's
Exercised accumulation value accumulation value
at time rider is at time rider is
exercised exercised
Periodic Charges for
Optional Benefit Riders
Optional Benefit When Charge is Maximum Current
Rider Deducted Guaranteed Charge Charge
Accidental
Death Benefit(1)
Maximum Monthly, at the $0.16 per $1,000 of $0.16 per $1,000 of
Charge(2) beginning of each rider coverage rider coverage
Policy month
Maximum Monthly, at the $0.06 per $1,000 of $0.06 per $1,000 of
Charge(3) beginning of each rider coverage rider coverage
Policy month
Maximum Monthly, at the $0.07 per $1,000 of $0.07 per $1,000 of
Charge(4) beginning of each rider coverage rider coverage
Policy month
Children's Monthly, at the $0.43 per $1,000 of $0.43 per $1,000 of
Insurance beginning of each rider coverage rider coverage
Benefit Policy month
14. Federal Tax Considerations/Legal Proceedings
Comment - Confirm that this Language is current and in compliance
with Item 12 of the Form.
Response ? The tax disclosures and legal proceedings sections have
been brought current and in compliance with Item 12 of Form N-6 as
part of the 485(b) we will file this month.
15. SAI Comment ? Compensation
Comment ? Confirm if any fees paid to AGL in 2012 (AGLC services
fees paid disclosure only for 2010 and 2011)
Response ? In 2012, USL paid AGL fees of $135,806,144. The services
disclosure section has been updated as shown below:
US Life and American General Life Companies, LLC ("AGLC"),
were previously parties to a services agreement. US Life and AGLC
were both wholly-owned subsidiaries of AIG and therefore affiliates
of one another. AGLC was a Delaware limited liability company
established on August 30, 2002. Prior to that date, AGLC was a
Delaware business trust. Its address was 2727-A Allen Parkway,
Houston, Texas 77019-2191. Under the services agreement, AGLC
provided shared services to US Life and certain other life insurance
companies under the AIG holding company system at cost. Those
services include data processing systems, customer services, product
development, actuarial, internal auditing, accounting and legal
services. During 2011 and 2010, US Life paid AGLC for these
services $112,436,425 and $95,355,628, respectively.
AGLC was merged into American General Life Insurance Company
("AGL") at the end of 2011. AGL is an affiliate of US Life. AGL
now provides all services to US Life previously provided by AGLC.
During 2012, US Life paid AGL for these services $135,800,144.
16. SAI Comment ? Capital Maintenance Agreement
Comment ? Provide a brief description of the Capital Maintenance
Agreement.
Response ? A brief description of the Capital Maintenance Agreement
has been added to the SAI, as shown below:
On March 30, 2011, AIG and AGL entered into an Unconditional
Capital Maintenance Agreement ("CMA"). As a result, the financial
statements of AIG are incorporated by reference below. Among other
things, the CMA provides that AIG would maintain AGL?s total
adjusted capital at or above a certain specified minimum percentage
of AGL?s projected company action level risk-based capital (as
defined under applicable insurance laws). AIG does not underwrite
any contracts referenced herein.
17. Part C Comment ? Capital Maintenance Agreement
Comment ? Add Capital Maintenance Agreement as an exhibit to the
registration statement.
Response ? The Capital Maintenance Agreement will be included as an
exhibit to the registration statement.
18. Tandy Representations
Comment ? Please add Tandy Representations prior to filing B
amendment.
Response ? Tandy Representations are made below.
Should the Commission or the Staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing; and
The action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve Depositor and Registrant from full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
Depositor and Registrant may not assert this action as a defense in
any proceeding initiated by the Commission or any other person under
the federal securities laws of the United States.
We will file all revisions and all relevant exhibits and financial
statements in a post-effective amendment to the registration statement on or
about April 26, 2013. Please note that we submitted a Rule 485(b)(1)(vii)
request for relief with the filing made on February 14, 2013. If you have any
further questions, please contact me at 713-831-4954.
Very truly yours,
JENNIFER P. POWELL
Jennifer P. Powell
Associate General Counsel
14