VIA EDGAR AND OVERNIGHT MAIL
August 19, 2010
Mr. Jeffrey Foor
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Variable Separate Account ("Registrant")
SunAmerica Annuity and Life Assurance Company ("Depositor")
Polaris Platinum III Variable Annuity
Post-Effective Amendment No. 5 and Amendment No. 6 on Form N-4
File Nos. 333-157199 and 811-03859
Dear Mr. Foor:
Thank you for your telephone calls on August 17, 2010 and August 18,
2010 during which you provided comments to Post-Effective Amendments No. 5 and 6
on Form N-4 filed on June 15, 2010 by Registrant and Depositor. We have
considered your comments and provide our responses below.
1. Optional Living Benefits, page 27
a. Comment -- The feature names "SunAmerica Income Plus 6% and
SunAmerica Income Builder 8%" on this page do not match the
names of the features in the Fee Table; the names of the
features should be consistent.
Response -- We have removed reference to the "6%" and "8%" in
the name of the features on this page.
2. Optional Living Benefits, page 30
a. Comment -- Under the first paragraph of "Are there investment
requirements if I elect SunAmerica Income Plus and SunAmerica
Income Builder?" please clarify the duration and crediting
interest rate for the Secure Value Account.
Response -- The first paragraph under "Are there investment
requirements if I elect SunAmerica Income Plus and SunAmerica
Income Builder?" has been revised as follows:
"We will allocate 10% of every Purchase Payment and
Continuation Contribution, if applicable, to a Fixed Account
("Secure Value Account"). The Secure Value Account is only
available for investment for contracts with election of
SunAmerica Income Plus or SunAmerica Income Builder. The
crediting interest rate on amounts allocated to the Secure
Value Account will never be less than the guaranteed minimum
interest rate specified in your contract. The crediting
interest rate, once established, will not change for each
allocation to the Secure Value Account for the duration of the
guarantee period. The guarantee period for the Secure Value
Account is a one year
Mr. Jeff Foor
August 19, 2010
File Nos. 333-157199 and 811-03859
Page 2 of 3
period that automatically renews every year from the date of
each allocation to the Secure Value Account, unless the Living
Benefit has been cancelled. Each allocation to the Secure
Value Account may have different crediting interest rates. The
remaining 90% of every Purchase Payment and Continuation
Contribution, if applicable (the "Flexible Allocation"), must
be allocated by you in accordance with the investment
requirements outlined below."
3. Extended Legacy, pages 43-44
a. Comment -- Please disclose that the Separate Account Charge
for the Extended Legacy Program is deducted annually.
Response -- The first sentence of the last paragraph under the "Extended
Legacy Program" header has been revised as follows:
"Beginning on the day we receive all applicable documentation
that the claim process is complete and in Good Order to take
the death benefit amount under the Extended Legacy Program, we
will deduct an annual Separate Account Charge of 1.15% which
is deducted daily from the average daily ending net asset
value allocated to the Variable Portfolios."
b. Comment -- Please clarify whether the Extended Legacy Program
allows beneficiaries to withdraw only the required minimum
distributions or more than the required minimum distribution
amount.
Response -- The first sentence under the "Extended Legacy Program" header
has been revised as follows:
"The Extended Legacy Program, if available, can allow a
Beneficiary under a SunAmerica Annuity or First SunAmerica
contract (s) to take the death benefit amount in the form of
withdrawals over a longer period of time, with the flexibility
to withdraw more than the IRS required minimum distribution."
c. Comment -- Please consider revising a footnote to the Fee
Table to include the Separate Account Charge for the Extended
Legacy Program instead of the disclosure on page 8.
Response -- The disclosure on page 8 has been deleted and footnote 4 to the
Fee Table has been revised as follows:
"If you do not elect any optional features, your total
separate account annual expenses would be 1.30%. If your
Beneficiary elects to take the death benefit amount under the
Extended Legacy Program and we receive all applicable
documentation that the claim process is complete and in Good
Order, we will deduct an annual Separate Account Charge of
1.15% which is deducted daily from the average daily ending
net asset value allocated to the Variable Portfolios. PLEASE
SEE EXTENDED LEGACY PROGRAM UNDER DEATH BENEFITS BELOW."
Mr. Jeff Foor
August 19, 2010
File Nos. 333-157199 and 811-03859
Page 3 of 3
4. Tandy Representations
Depositor and Registrant acknowledge that:
- 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 August 25,
2010. If you have any further questions, please contact me at 310-772-6259.
Very truly yours,
/s/ Helena Lee
Helena Lee
Counsel