VIA EDGAR AND ELECTRONIC MAIL
April 22, 2009
Mr. Jeffrey Foor
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Variable Annuity Account Seven ("Registrant")
AIG SunAmerica Life Assurance Company ("Depositor")
Polaris II A-Class Platinum Series Variable Annuity
Form N-4
File Nos. 333-137882 and 811-09003
Dear Mr. Foor:
Thank you for your telephone conversation on April 7, 2008 during which
you provided comments to Post-Effective Amendment No. 13 and 14 on Form N-4
filed on February 13, 2009 by Registrant and Depositor. We have considered your
comments and provided our responses below.
1. Fee Table, page 5
a. Comment -- Please revise the footnote 2 to the Fee Table so
that the information regarding the withdrawals charge appears
as a separate footnote.
Response -- The Fee Table has been revised accordingly.
b. Comment -- Please consider modifying the font size of the
underlying fund fees to be larger than the font size of the
footnotes.
Response -- The Fee Table has been modified accordingly.
2. General Account, page 53
a. Comment -- Please consider adding disclosure describing the
impact of the financial condition of the Company on the
General Account Obligations.
Response -- The following disclosure has been added to the
General Account discussion in the prospectus:
"Obligations that are paid of the Company's general account
("General Account") include the interest rate on available
Fixed Accounts and amounts owed under your contract for death
and/or living benefits which are in excess of contract value.
The General Account assets are invested in accordance with
applicable state regulation. These assets are exposed to the
typical risks normally
associated with a portfolio of fixed income securities, namely
interest rate, option, liquidity and credit risk. The Company
manages its exposure to these risks by, among other things,
closely monitoring and matching the duration and cash flows of
its assets and liabilities, monitoring or limiting prepayment
and extension risk in its portfolio, maintaining a large
percentage of its portfolio in highly liquid securities and
engaging in a disciplined process of underwriting, reviewing
and monitoring credit risk. With respect to the living
benefits available in your contract, we also manage interest
and market risk through a hedging strategy in the portfolio
and we require that those who elect a living benefit allocate
their Purchase Payments in accordance with specified
investment parameters."
3. 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 before April 30,
2009. If you have any further questions, please contact me at 310-772-6545.
Very truly yours,
Manda Ghaferi
Assistant General Counsel