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[Commonwealth Letterhead]
Scott D. Silverman
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
Commonwealth Annuity and Life Insurance Company
132 Turnpike Road, Suite 210
Southborough, MA 01772
February 13, 2009
VIA EDGAR AND E-MAIL
Craig Ruckman
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: Initial Registration Statement on Form N-4 for
Commonwealth Annuity and Life Insurance Company
Commonwealth Annuity Separate Account A
FILE NOS. 333-157121 AND 811-22024
Dear Mr. Ruckman:
On behalf of Commonwealth Annuity and Life Insurance Company (the
"Company"), I have enclosed for your convenience a copy of a prospectus and
statement of additional information ("SAI") from an initial registration
statement on Form N-4 offered through Commonwealth Annuity Separate Account A
(the "Registration Statement"). The Registration Statement, which relates to
certain individual flexible premium deferred variable annuity contracts (the
"New Contracts"), was filed with the Securities and Exchange Commission on
February 5, 2009. The Company would like to begin selling the New Contracts on
May 1, 2009.
REQUEST FOR SELECTIVE REVIEW. The Company respectfully requests that the
Staff afford the Registration Statement selective review in accordance with
Securities Act Release No. 6510 (Feb. 15, 1984). The prospectus and SAI included
in the Registration Statement are substantially similar to the prospectus and
SAI included in Post-Effective Amendment Number 1 to the Form N-4 registration
statement filed on April 25, 2008 (File No. 333-141045) that describes certain
variable annuity contracts issued by the Company (the "Existing Contracts").
The enclosed prospectus and SAI are appropriately marked to indicate the
differences between the New Contracts and the Existing Contracts. The material
differences between the two are as follows:
1. Under the New Contracts, the annuity date may not be later than the
valuation date on or next following the later of: (1) ten years from the
issue date; or (2) the first day of the month following the month in
which the older annuitant attains age 99. Under the Existing Contracts,
the annuity date may not be after the valuation date on or next
following the later of the original older owner's or annuitant's 90th
birthday.
2. The New Contracts will provide a standard death benefit equal to the
contract value less any applicable premium taxes. In contrast, if death
occurs prior to the older owner's 75th birthday, the standard death
benefit under the Existing Contracts is the greater of contract value or
purchase payments adjusted for withdrawals, and less any debt and
premium taxes. If death occurs on or after the older owner's
75th birthday, the standard death benefit under the Existing Contracts
is equal to the contract value less debt and any premium taxes. A
Step-Up Death Benefit rider also is available under the Existing
Contracts for an additional fee, but will not be offered with the New
Contracts.
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3. Unlike the Existing Contracts, the New Contracts will not offer a fixed
account option during the accumulation phase, the Guaranteed Lifetime
Withdrawal Benefit Riders, the No Withdrawal Charge Rider, contract
loans, or variable annuity payment options.
4. With respect to fees and charges, the New Contracts will not assess
either a withdrawal charge or a commutation charge, nor will state
premium taxes be imposed on annuity payments as they are made (these
fees are assessed under the Existing Contracts). The annual contract fee
under both contracts is $30 and is waived if the contract value is
$50,000 or more, but will be deducted monthly under the New Contracts
(as opposed to quarterly under the Existing Contracts). Additionally, in
contrast to the Existing Contracts, the annual contract fee for the New
Contracts will not be deducted upon surrender or annuitization. Finally,
the mortality and expense risk charge under the New Contracts will be
0.60%, as opposed to 1.15% under the Existing Contracts.
5. Unlike the Existing Contracts, the dollar cost averaging program under
the New Contracts will not require a minimum transfer amount of $100 per
subaccount. Similarly, the systematic withdrawal plan ("SWP") under the
New Contracts will not require a minimum $100 periodic payment (which is
required under the Existing Contracts) but, in contrast to the Existing
Contracts, the SWP under the New Contracts will automatically terminate
if a withdrawal would reduce the contract value below $2,000.
6. Certain of the underlying fund options under the New Contracts may
differ from those offered under the Existing Contracts.
7. Under the Existing Contracts, the maximum issue age is 80 (based on the
age of the older owner and annuitant). Under the New Contracts, the
maximum issue age is 91 (based on the age of the older annuitant).
8. The minimum initial purchase payment for non-qualified contracts will be
higher under the New Contracts ($5,000 rather than $2,500), the minimum
subsequent purchase payment will be lower ($250 rather than $500), and
the maximum cumulative purchase payments will be higher ($5,000,000
rather than $1,000,000). Unlike the Existing Contracts, the New
Contracts will not impose any minimum purchase payment provisions for
payments made pursuant to a pre-authorized checking agreement, and will
not restrict purchase payments on or after the older owner's or
annuitant's 80th birthday.
9. Under the New Contracts, the Company will allocate purchase payments
during the free look period to the money market subaccount for certain
IRA owners as well as those owners residing in states requiring the
return of purchase payments upon exercise of the free look right. The
Company does not make this allocation under the Existing Contracts.
10. The conditions under the New Contracts relating to adding, changing, and
removing owners, annuitants, and beneficiaries are less stringent than
those imposed under the Existing Contracts. The Company also will impose
fewer restrictions on transfers made during the accumulation period
under the New Contracts, although the Company does reserve the right to
limit transfers to twelve per contract year, which is not a condition
under the Existing Contracts. Similarly, the Company will impose fewer
restrictions on withdrawals made during the accumulation period under
the New Contracts.
11. Under the New Contracts, the Company will terminate a contract if the
contract value is less than $2,000 and certain other circumstances
occur. The Existing Contracts do not contain a comparable termination
provision.
12. The guaranteed annuity option rates differ between the Existing
Contracts and the New Contracts.
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EXCHANGE OFFER SUPPLEMENTS. Included with the enclosed prospectus are
fourteen prospectus supplements relating to a proposed exchange offer to be made
by the Company to certain of its existing contract owners in reliance on
Rule 11a-2 of the Investment Company Act of 1940. These supplements describe the
exchange offer and provide a comparison of the New Contracts to each of the
fourteen existing contracts that will be part of the exchange offer. Because
each of the existing contracts differ with respect to fees and charges, riders,
and other contract terms and features, a separate supplement has been created
for each contract. However, with respect to the presentation of information and
the details relating to the exchange offer, the supplements are substantially
similar to one another. The Company would be pleased to mark the enclosed
supplements against one another to identify the product-specific differences if
this would help facilitate the Staff's review of the Registration Statement.
* * *
Financial statements, updated underlying fund information, exhibits not
included herein, and certain other information will be added to the Registration
Statement by pre-effective amendment.
If you have any questions or comments regarding the Registration Statement,
or if there is anything that we can do to facilitate the Staff's review of the
Registration Statement, please call the undersigned at (508) 460-2408 or
Elisabeth M. Bentzinger at (202) 383-0717.
Sincerely,
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/s/ SCOTT D. SILVERMAN
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Scott D. Silverman
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Attachment
cc: Elisabeth M. Bentzinger
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