BINGHAM McCUTCHEN LLP
150 FEDERAL STREET
BOSTON, MA 02110
April 15, 2005
VIA EDGAR
Alison White, Esq.
Division of Investment Management
Securities and Exchange Commission
Division of Investment Management
901 East St.
Washington, DC 20004
Re: Diversified Investors Strategic Variable Funds
Registration Statement on Form N-3
(File Nos. 33-08543 and 811-07717)
Diversified Investors Variable Funds
Registration Statement on Form N-4
(File Nos. 33-73734 and 811-8264)
Dear Ms. White:
This letter relates to the Diversified Investors Strategic Variable
Funds and the Diversified Investors Variable Funds, both separate accounts
established by Transamerica Financial Life Insurance Company under New York
Insurance Law (the "Funds"). As requested, we are filing our responses to your
comments on the Funds' filings filed under Rule 485(a)(1) on March 1, 2005. Our
response to your comments are follows:
1. The Funds intend to add a statement to the cover page of the Prospectus
explaining that the Funds make available their Statement of Additional
Information ("SAI") and annual and semi-annual reports, free of charge,
on the Funds' website.
2. The Funds intend to add a statement to the Prospectus explaining that a
description of the Funds' policies and procedures with respect to
disclosure of portfolio securities is available in the Funds' Statement
of Additional Information.
3. With regard to section of the Prospectus entitled "Frequent Allocations
of Purchase Payments," the Funds intend to add disclosure to indicate
that because the Funds apply their policies in a discretionary manner,
different account holders may be treated differently.
4. With respect to each portfolio where investment decisions are made by a
committee of subadvisory personnel, the Funds intend to provide the
information required by Item 6(e) and Instruction 2 thereto of Form N-3
for each member of the committee, or for the five members with the most
significant responsibility for the day-to-day management of the
portfolio, as applicable.
5. The Funds intend to provide the information required by Item 22 of Form
N-3 with respect to all portfolio managers identified in response to
Item 6(e) of Form N-3. As you requested, we will provide you with a
draft copy of this disclosure. Additionally, as you are aware, the
Funds have also added disclosure regarding material conflicts of
interest by Rule 485(a) filing filed with the Commission on April 12,
2005.
6. The Funds intend to disclose the principal business address of the
Funds' accountants.
7. You requested that the Funds submit a letter to the Commission that
contains certain "Tandy" acknowledgements now requested by the Staff of
the Commission. Attached hereto is the letter containing the requested
acknowledgements.
Please call the undersigned at 617-951-8567 with any questions.
Sincerely,
/s/ Paul B. Raymond
Paul B. Raymond
Enclosures
Diversified Investors Strategic Variable Funds
Diversified Investors Variable Funds
Four Manhattanville Road
Purchase, New York 10577
April 15, 2005
VIA EDGAR
Alison White, Esq.
Division of Investment Management
Securities and Exchange Commission
Division of Investment Management
901 East St.
Washington, DC 20004
Re: Diversified Investors Strategic Variable Funds
Registration Statement on Form N-3
(File Nos. 33-08543 and 811-07717)
Diversified Investors Variable Funds
Registration Statement on Form N-4
(File Nos. 33-73734 and 811-8264)
Dear Ms. White:
In response to a request from the staff (the "Staff") of the Securities
and Exchange Commission (the "Commission") in connection with its review of the
post-effective amendments filed under Rule 485(a)(1) by the Diversified
Investors Strategic Variable Funds and the Diversified Investors Variable Funds
(each a "Registrant") on March 1, 2005, each Registrant acknowledges that, with
respect to filings made by the Registrant with the Commission and reviewed by
the Staff:
(a) the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filings;
(b) Staff comments or changes to disclosure in response to Staff comments
in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the filings; and
(c) the Registrant may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the
United States.
Sincerely,
Diversified Investors Strategic Variable Funds
By: /s/ Robert F. Colby
-------------------------------
Robert F. Colby
Secretary
Diversified Investors Variable Funds
By: /s/ Robert F. Colby
-------------------------------
Robert F. Colby
Secretary