<Page>
[LOGO]
July 29, 2009
VIA EDGAR AND FACSIMILE
Mr. Michael L. Kosoff
Staff Attorney
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Room 4423
Washington, D.C. 20549-4644
Re: HARTFORD LIFE INSURANCE CO. SEPARATE ACCOUNT SEVEN
Initial Registration Statement on Form N-4
File Nos. 333-159545; 811-04972
HARTFORD LIFE & ANNUITY INSURANCE CO. SEPARATE ACCOUNT SEVEN
Initial Registration Statement on Form N-4
File Nos. 333-159547; 811-09295
Dear Mr. Kosoff:
Thank you for your letter dated July 9, 2009 commenting on the above-captioned
registration statements and our discussions on July 20, 2009 and July 27, 2009.
In accordance with your request, presented below and attached hereto please find
specific responses to each of your comments and questions:
1. GENERAL COMMENTS
A. PLEASE CONSIDER INCLUDING AN ADDITIONAL SECTION TO THE INTRODUCTION WHICH
PLAINLY EXPLAINS THE FEATURES, BENEFITS AND DIFFERENCES BETWEEN THE PERSONAL
PENSION ACCOUNT, THE FIXED ACCUMULATION ACCOUNT AND THE SUB-ACCOUNTS.
Agreed.
B. FOR EACH EXAMPLE IN APPENDIX A, PLEASE INCLUDE A SPECIFIC CROSS-REFERENCE TO
APPENDIX A IN THE PROSPECTUS WHERE THE RELEVANT CONCEPT IS DESCRIBED.
Agreed.
2. FEE SUMMARY (P. 4)
A. PLEASE CLARIFY WHETHER THE SEPARATE ACCOUNT ANNUAL EXPENSES ARE ASSESSED
AGAINST THE SEPARATE ACCOUNT VALUE OR CONTRACT VALUE. (I.E., ARE M&E RISK
CHARGES AND ADMINISTRATIVE
<Page>
CHARGES ASSESSED AGAINST THE FIXED ACCOUNT ASSETS? IF SO, PLEASE CLARIFY WHETHER
THE STATE MINIMUM NON-FORFEITURE RATES REFLECT THESE EXPENSES.)
Agreed.
B. PLEASE CLARIFY WHO CAN INVEST IN THE I CLASS.
Agreed.
3. TOTAL ANNUAL FUND OPERATING EXPENSES (PP. 4-5)
A. PLEASE REVISE THE FIRST SENTENCE OF THE INDIVDUAL FUND FEE TABLE NARRATIVE TO
MODIFY THE LANGUAGE WHICH STATES THE TABLE REFLECTS THE EXPENSES FOR EACH
UNDERLYING FUND AS OF ITS YEAR END. THIS LANGUAGE WOULD NOT BE ACCURATE FROM
JANUARY 1 OF A GIVEN YEAR THROUGH THIS PRODUCT'S ANNUAL UPDATE.
Agreed.
B. PLEASE REMOVE THE LANGUAGE QUALIFYING THE CONTENTS OF THE INDIVIDUAL FUND FEE
TABLE.
Agreed.
C. IN THE NARRATIVE PRECEDING TOTAL ANNUAL FUND OPERATING EXPENSES, IF
APPLICABLE, PLEASE DISCLOSE THAT SOME FINDS MAY ALSO IMPOSE A SHORT-TERM
REDEMPTION FEE.
Agreed. Short-term redemption fees do not apply to the funds listed.
D. WITH REGARD TO THE TOTAL ANNUAL FUND OPERATING EXPENSES, PLEASE CONFIRM THAT
THE REGISTRANT WILL SHOW GROSS FEES. IF THE REGISTRANT WISHES TO SHOW FEES NET
OF CONTRACTUAL WAIVERS EXTENDING OUT AT LEAST ONE YEAR, THE REGISTRANT MAY ADD A
SECOND LINE DOING SO.
Gross fees will be shown.
E. INDIVIDUAL FUND FEE TABLES.
i. PLEASE NOTE THAT CONTRACTUAL WAIVERS AND REIMBURSEMENTS ENDING IN LESS
THAN ONE YEAR FROM THE EFFECTIVE DATE OF THE PROSPECTUS CANNOT BE REFLECTED IN
THE FEE TABLES.
Noted.
ii. PLEASE DISCLOSE WHICH OF THE INVESTMENT OPTIONS ARE FUNDS OF FUNDS AND
STATE THAT EXPENSES OF A FUND OF FUNDS MAY BE HIGHER THAN A REGULAR FUND DUE TO
THE TWO TIERED LEVEL OF EXPENSES.
Agreed.
iii. PLEASE INCLUDE FOOTNOTES TO THE INDIVIDUAL FUND FEE TABLES DESCRIBING
THE NATURE AND TERM OF THE CONTRACTUAL FEE WAIVERS OR EXPENSE REIMBURSEMENTS
LISTED IN THE INDIVIDUAL FUND FEE TABLES.
Agreed.
iv. PLEASE INCLUDE A FOOTNOTE DESCRIBING THE CONTRACTUAL WAIVER FOR THE AIM
V.I. MID-CAP CORE EQUITY FUND.
2
<Page>
Agreed.
4. EXAMPLE (P . 6)
PLEASE EXPLICITLY STATE WHICH RIDERS WOULD PROVIDE THE HIGHEST POSSIBLE OPTIONAL
CHARGE (I.E., RETURN OF PREMIUM DEATH BENEFIT).
Agreed.
5. THE GENERAL ACCOUNT (PAGE 7)
PLEASE INSERT THE PHRASE "AND ANY OTHER PARENT OBLIGATION WE UNDERTAKE IN THE
CONTRACT" INTO THE FIRST SENTENCE OF THE GENERAL ACCOUNT SECTION BEFORE THE
PHRASE "ARE SUBJECT TO OUR FINANCIAL STRENGTH. . . ."
Agreed.
6. THE SEPARATE ACCOUNT (P.7)
IN THE FOURTH BULLET POINT, PLEASE REPLACE "MAY BE SUBJECT TO LIABILITIES OF
OTHER VARIABLE ANNUITY CONTRACTS OFFERED BY A SEPARATE ACCOUNT" WITH "MAY BE
SUBJECT TO LIABILITIES OF OTHER VARIABLE ANNUITY CONTRACTS OFFERED BY THIS
SEPARATE ACCOUNT".
Agreed.
7. VOTING RIGHTS (P. 8)
PLEASE REMOVE THE TERM "ECHO" FROM THE PHASE "PROPORTIONAL VOTING" AS THIS ADDED
TERM MAY ADD UNNECESSARY CONFUSION.
Agreed.
8. FIXED ACCUMULATION FEATURE (PP. 9-10)
A. PLEASE DEFINE THE TERM "PROGRAMS".
This reference to investment programs has been deleted.
B. PLEASE NOTE THAT THE LAST SENTENCE OF THE THIRD PARAGRAPH OF THE FIXED
ACCUMULATION SUBSECTION IS AN INCOMPLETE SENTENCE.
Noted.
3
<Page>
9. PERSONAL PENSION ACCOUNT (P. 10)
A. PLEASE CLARIFY SUPPLEMENTALLY HOW THE PERSONAL PENSION ACCOUNT DOES NOT
GUARANTEE "ACCOUNT VALUE" (I.E., IS THE PRINCIPAL HELD IN THE PERSONAL PENSION
ACCOUNT EVER AT RISK?)
The Personal Pension Account operates as a fixed, deferred, annuity investment
feature. As such, subject to applicable state insurance law, the Personal
Pension Account does not establish a cash surrender benefit and therefore
reference to an "account value" would be inappropriate and confusing. The
notional value of Personal Pension Account investments will be communicated to
contract owners through, among other means, statements of account, confirmation
statements and upon request.
B. THE SUMMARY REFERS TO A "BENEFIT BALANCE," AND REFERS TO WHAT CONSTITUTES THE
ORIGINAL BENEFIT BALANCE, AS WELL AS HOW IT MAY INCREASE. HOWEVER, THE SUMMARY
ALSO NOTES IN BOLD THAT THE PERSONAL PENSION ACCOUNT "DOES NOT ESTABLISH . . .
AN ACCOUNT VALUE." ACCORDINGLY, PLEASE DESCRIBE IN PLAIN ENGLISH EXACTLY WHAT A
BENEFIT BALANCE IS AND WHAT IS ITS PURPOSE.
Agreed.
C. THE PERSONAL PENSION ACCOUNT APPEARS TO OPERATE SIMILARLY TO THE FIXED
ACCUMULATION FEATURE, EXCEPT THAT BALANCES IN THE PERSONAL PENSION ACCOUNT MAY
BE ANNUITIZED WITHOUT REQUIRING THAT OTHER AMOUNTS IN THE CONTRACT BE
ANNUITIZED. PLEASE CLARIFY IN PLAIN ENGLISH AT THE BEGINNING OF THE SECTION WHAT
IS THE PURPOSE OF THE PERSONAL PENSION ACCOUNT AND WHAT SHOULD AN INVESTOR
CONSIDER BEFORE CHOOSING BETWEEN THE PERSONAL PENSION ACCOUNT AND THE FIXED
ACCUMULATION FEATURE. IN THE LAST SENTENCE BEFORE "CONTRIBUTIONS," PLEASE MORE
PLAINLY DESCRIBE HOW THE FIXED ACCOUNT IS DIFFERENT FROM THE PERSONAL PENSION
ACCOUNT AND CLEARLY COMMUNICATE UNDER WHAT CIRCUMSTANCES AN INVESTOR WOULD WANT
TO PUT MORE OR LESS INTO THE PERSONAL PENSION ACCOUNT.
Agreed.
D. THE PROSPECTUS NOTES THAT ANNUITIZATION OF AMOUNTS IN THE PERSONAL PENSION
ACCOUNT WILL BE AT A "GUARANTEED PAYOUT RATE." PLEASE CLARIFY HOW THESE RATES
WILL DIFFER FROM THE RELEVANT GUARANTEED PAYOUT RATES PROMISED FOR
ANNUITIZATIONS AT THE END OF THE ACCUMULATION PERIOD FOR AMOUNTS IN THE SEPARATE
ACCOUNT. SIMILARLY, PLEASE CLARIFY SUPPLEMENTALLY THE DIFFERENCE, IF ANY,
BETWEEN THE "GUARANTEED MINIMUM PAYOUT RATE PROVIDED IN [THE] CONTRACT" AND THE
GUARANTEED PAYOUT RATES PROMISED FOR ANNUITIZATIONS AT THE END OF THE
ACCUMULATION PERIOD FOR AMOUNTS IN THE SEPARATE ACCOUNT. IF ACCURATE, PLEASE
CLARIFY THAT WITH THE PERSONAL PENSION ACCOUNT, THE GUARANTEED PAYOUT RATES ARE
SET WHEN YOU MAKE A CONTRIBUTION, WHILE WITH INVESTMENTS IN SUB-ACCOUNTS OR THE
FIXED ACCUMULATION FEATURE (CONTRACT VALUE), ANY FIXED PAYOUT WOULD BE
GUARANTEED AT A RATE SET AT THE TIME OF ANNUITIZATION.
Agreed.
E. THE PROSPECTUS NOTES THAT THE MAXIMUM AMOUNT OF BENEFIT BALANCE THAT CAN BE
TRANSFERRED OUT OVER TIME IS (IGNORING THE INTEREST ALTERNATIVE) THE GREATER OF
WHAT WAS WITHDRAWN IN THE PRIOR YEAR AND 4% OF THE PREVIOUS YEAR'S BENEFIT
BALANCE. THIS MEANS THAT FAILURE TO WITHDRAW AN AGGREGATE AMOUNT IN EXCESS OF 4%
IN ANY YEAR LIMITS WITHDRAWAL RIGHTS IN ALL SUBSEQUENT YEARS TO 4%. PLEASE
HIGHLIGHT THIS FACT AND THE LAST SENTENCE OF THE TRANSFERS
4
<Page>
SUBSECTION IN BOLD. PLEASE EXPLICITLY STATE THAT TRANSFER PRIVILEGES ARE HIGHLY
RESTRICTIVE AND PROVIDE AN EXAMPLE OF THIS POINT. PLEASE MAKE THE LAST PARAGRAPH
APPEARING BEFORE THE SECTION CAPTIONED "DEATH BENEFIT" BOLD.
We respectfully submit that when an amount less than the maximum allowable
transfer amount is taken, future available, maximum transfer amounts are not
necessarily limited to the amount of the initial transfer amount. Other
appropriate revisions are reflected.
F. ADD A DISCUSSION REGARDING SOME OF THE BENEFITS AND CONSIDERATIONS ASSOCIATED
WITH INVESTING IN THE PERSONAL PENSION ACCOUNT (I.E., TRANSFERS OUT ARE VERY
RESTRICTED AND COMMUTED VALUE UPON FULL SURRENDER MAY BE LESS THAN WHAT YOU PUT
IN, PARTICULARLY AS THE CONTRACT OWNER GETS OLDER). PLEASE ALSO PROVIDE AN
EXAMPLE OF COMMUTATION WHERE A 90 YEAR OLD WISHES TO SURRENDER THEIR CONTRACT.
Please refer to responses herein and the various revisions within the attached
prospectus with regard to many of the benefits and considerations associated
with investing in the Personal Pension Account. The degree to which commutation
affects Benefit Balance is not predictable because of the uncertainty of factors
such as investment duration, interest rates and the continuance (or voluntary
waiver) of lifetime annuity payouts. Please refer to the introductory paragraph
and "Other Information" in the Personal Pension Account section as well as under
the heading "After the Annuity Commencement Date" in the Surrender section for a
discussion regarding the impact of waiving life contingent annuity payments
through full surrender. As noted, an investor can partially surrender their
contract at any time in order to preserve these lifetime payments. We use the
word waiver to connote that no action on the part of the insurer deprives
investors of these payments. We will put these sentences in bold to accentuate
this concept.
An example of an older person seeking surrender of their contract is included in
Example 4 of the version attached for your consideration. As you can see, the
annuitant's age in and of itself is not a relevant factor in gauging Benefit
Balance upon surrender. We therefore did not feel it was necessary to
extrapolate the information in Example 4 beyond age 85.
10. PERSONAL PENSION ACCOUNT - DEATH BENEFIT (P. 11)
EITHER HERE OR IN THE STANDARD DEATH BENEFIT AND GUARANTEED MINIMUM DEATH
BENEFITS SECTION, PLEASE EXPLAIN MORE CLEARLY HOW THE PERSONAL PENSION ACCOUNT
AFFECTS THE VARIOUS DEATH BENEFITS.
Agreed.
11. PERSONAL PENSION ACCOUNT - OTHER INFORMATION (P. 12)
AS IT IS NOT OBVIOUS FROM THE DISCLOSURE, PLEASE CLARIFY WHY INVESTMENTS IN THE
PERSONAL PENSION ACCOUNT ARE NOT WELL-SUITED TO THOSE LESS THAN 50 YEARS OLD.
(I.E., IS IT THE LACK OF A CASH VALUE AND A DISADVANTAGEOUS DISCOUNT RATE UPON
COMMUTATION?). PLEASE DEFINE THE TERM "TARGET-INCOME AGE."
5
<Page>
We will add additional clarification and the additional definition requested.
12. PERSONAL PENSION ACCOUNT - EFFECT OF FULL SURRENDERING THE CONTRACT (P. 12)
A(i). IF ACCURATE, PLEASE EXPLICITLY STATE THAT THE DISCOUNT RATE USED TO
DETERMINE THE COMMUTED VALUE MAY BE DIFFERENT THAN THE CURRENT CREDITED RATES.
We have provided clarification in the "What is Commuted Value" section that the
discount rate used to determine the commuted value is different from payout
rates. We respectfully submit that it would be overly confusing to explicitly
state that the discount rate is different from the credited rates because they
are fundamentally different concepts (accumulation vs. payout). Only payout
rates are used to establish the Personal Pension Account Payouts and could
potentially be confused with the discount rate.
(ii) PLEASE CLARIFY THAT ANY AMOUNT SURRENDERED WILL BE LESS THAN THE BENEFIT
BALANCE. PLEASE FURTHER CLARIFY THAT THE OLDER YOU ARE, THE LESS YOU MIGHT GET
UPON SURRENDER. PLEASE EXPAND THE EXAMPLES TO SHOW HOW A CONTRACT OWNER CAN GET
LESS THAN THE BENEFIT BALANCE.
As explained above in section 9, and in particular response 9(f), the contract
does not permit the Benefit Balance to be surrendered. This is because the
Personal Pension Account is designed to generate long-term payments for
retirement or other purposes. In this regard, it is intended to meet the same
financial goals as a conventional immediate annuity. Similar to many annuity
payout contracts, however, the contract does permit Annuity Payout Values to be
commuted. We have added disclosure under the heading "Personal Pension Account
Payouts" in the Personal Pension Account section clarifying that the Benefit
Balance cannot be surrendered. Because of the foregoing, we believe that it
would be misleading to refer to surrenders when explaining the purpose of the
Benefit Balance. We have also clarified that the amount received following
commutation is not predictable and why.
B(i). THE PROSPECTUS NOTES THAT A FULL SURRENDER OF THE CONTRACT WILL TRIGGER AN
ANNUITIZATION OF THE REMAINING BENEFIT BALANCE AND COMMUTATION OF THE
"APPLICABLE" PERSONAL PENSION ACCOUNT PAYOUTS, FOLLOWED BY THE PAYMENT OF A LUMP
SUM. THIS SUGGESTS THAT THE BENEFIT BALANCE WILL BE ANNUITIZED SIMPLY FOR THE
PURPOSE OF COMMUTATION. PLEASE CLARIFY WHAT IS INTENDED AND, IF THIS IS THE
CASE, WHY ISN'T THE BENEFIT BALANCE SIMPLY PAID WITHOUT THE PROCESS OF
ANNUITIZATION AND COMMUTATION?
As a paid-up annuity feature, the way to access Personal Pension Account Payouts
is to follow the protocols described in Annuity Payout Options Two or Eight (if
available). Commutation does not apply to the receipt of Personal Pension
Account Payouts. Moreover, commutation of lump sum accelerated Personal Pension
Account Payouts does not affect remaining life annuity payouts which will resume
at the conclusion of the "Period Certain" duration.
(ii) PLEASE CLARIFY WHAT THE DIFFERENCE IS BETWEEN AN ACCELERATED LUMP SUM
PAYMENT AND COMMUTATION. PLEASE CLARIFY WHY THE LANGUAGE UNDER "EFFECT OF FULLY
SURRENDERING THE CONTRACT" REFERS TO COMMUTING THE PERSONAL PENSION ACCOUNT,
WHEN THE DISCLOSURE ON PAGE 27
6
<Page>
STATES THAT YOU CANNOT COMMUTE THE PERSONAL PENSION ACCOUNT. PLEASE MAKE IT
CLEARER AS TO WHAT THE INVESTOR RECEIVES UPON A FULL SURRENDER.
Please refer to response 9(f) and revisions made to the prospectus in the
Personal Pension Account and "What is Commuted Value?" sections.
13. CAN YOU CANCEL YOUR CONTRACT AFTER YOU PURCHASE IT? (P. 13)
PLEASE CLARIFY WHETHER THE RETURN OF ACCOUNT BALANCE INCLUDES THE DEDUCTION OF
FEES (E.G., FRONT-END SALES LOAD). PLEASE CLARIFY, DOES THIS MEAN YOU GET THE
ACCOUNT BALANCE WITH ANY ASSESSED DEDUCTIONS AND SALES CHARGES BEING ADDED BACK
TO THE ACCOUNT BALANCE?
Agreed.
14. HOW ARE DEPOSITS APPLIED TO YOUR CONTRACT? (P. 13)
PLEASE SUPPLEMENTALLY DESCRIBE WHAT "MARKET LOSSES" ARE CONTEMPLATED DURING THE
REVIEW PERIOD. PLEASE ALSO EXPLAIN SUPPLEMENTALLY WHY A FINANCIAL INTERMEDIARY
WOULD UNWIND A TRANSACTION AFTER THE SUITABILITY REVIEW IS COMPLETED.
This reference was intended to address changes in the stock market and has been
deleted based on existing references to lost investment opportunities.
15. STATIC ASSET ALLOCATION MODELS (P. 14)
PLEASE INCLUDE THE MAKEUP OF THE STATIC MODELS, (IF THIS INFORMATION IS GOING TO
BE INCLUDED IN APPENDIX C, PLEASE INCLUDE A CROSS-REFERENCE TO THAT APPENDIX.)
Static asset allocation models are provided in marketing materials and
application forms. To avoid the administrative difficulties of adding and
continually updating these models in the prospectus -- especially as they are
updated each year; and to avoid any possible inference that we are providing
investment advice in regard to such annual updates, we respectfully submit that
a more effective disclosure would be to alert investors to the availability of
such asset allocation models in the above referenced sources and suggest that
investors contact their Financial Intermediary for more information.
16. DOLLAR COST AVERAGING PROGRAMS (PP. 15-16)
A. UNDER THE 12-MONTH TRANSFER PROGRAM OR 6-MONTH TRANSFER PROGRAM, PLEASE
EXPLAIN WHAT THE CONSEQUENCES ARE TO NOT FULLY DEPLETING THE SUMS INVESTED, AND
NOT MAKING CONSECUTIVE MONTHLY WITHDRAWALS. (I.E., ARE THESE TRANSFERS SCHEDULED
AT THE TIME THE PROGRAM IS ELECTED AND IRREVOCABLE?)
Agreed.
7
<Page>
B. FIXED AMOUNT DCA - PLEASE CLARIFY WHETHER ONE CAN USE THIS PROGRAM TO MOVE
FUNDS TO MULTIPLE FUNDS.
Agreed.
C. IN THE EARNING/INTEREST DCA - PLEASE EXPLAIN WHAT IS CONSIDERED A FUND'S
EARNINGS. (I.E., IS IT ANY GAIN AT THE END OF THE MONTH OR QUARTER OVER THE
INITIAL AMOUNT INVESTED IN THE SUBACCOUNT UNDER THE PROGRAM; OR IS IT ANY GAIN
OVER THE PREVIOUS QUARTER OR MONTH'S SUBACCOUNT VALUE?)
Agreed.
D. IN THE "OTHER PROGRAM CONSIDERATIONS" SUBSECTION, THE PROSPECTUS NOTES THAT
ASSETS IN A LIQUIDATED FUND ARE MOVED INTO A MONEY MARKET FLUID. PLEASE CLARIFY
WHAT NOTICES ARE PROVIDED TO THE CONTRACT OWNER OF THE TRANSFER.
Agreed.
17. WHAT HAPPENS WHEN YOU REQUEST A SUB-ACCOUNT TRANSFER (P. 17)
PLEASE CLARIFY SUPPLEMENTALLY THE RATIONAL FOR DISCLOSING THE OPERATIONAL
PROCEDURES HARTFORD HAS IN PLACE TO NET-OUT TRANSACTIONS.
Item 7(e) of Form N-4 requires that we disclose the risks of frequent transfers
of contract value among the sub-accounts and any policies and procedures
relating to frequent transfers. Disclosing the operational procedures for
netting transactions relates, in part, to this requirement inasmuch as investors
can better understand trading at the omnibus level. SEE ALSO Disclosure
Regarding Market Timing and Selective Disclosure of Portfolio Holdings, Release
Nos. 33-8408 (April 23, 2004).
18. TELEPHONE AND INTERNET TRANSFERS (P. 19)
PLEASE EXPLICITLY DESCRIBE THE OTHER METHODS OF MAKING TRANSFERS (I.E., THROUGH
THE MAIL OR THROUGH YOUR FINANCIAL INTERMEDIARY).
Agreed.
19. DISTRIBUTION CHARGES (P. 20)
A. PLEASE CLARIFY WHETHER PARTIAL SURRENDERS ARE TAKEN ON A LIFO, FIFO OR SOME
OTHER BASIS. PLEASE ALSO DEFINE "AWA" IN THE GLOSSARY.
Agreed.
B. THE PROSPECTUS NOTES THAT DISTRIBUTION CHARGES ARE TAKEN PROPORTIONATELY OUT
OF ALL ACCOUNTS, "UNLESS PROHIBITED BY STATE LAW." IF SO PROHIBITED, PLEASE
CLARIFY WHAT WILL BE THE ALTERNATIVE BASIS FOR DEDUCTIONS. PLEASE CLARIFY
SUPPLEMENTALLY IF THERE IS ANY METHODOLOGY USED TO DECIDE WHICH SUB-ACCOUNTS TO
DEDUCT FROM.
8
<Page>
In some instances, state insurance departments may restrict our right to deduct
certain fees, such as the distribution charge, from the Fixed Accumulation
Feature. To the extent that we make these contract variations available to
purchasers with affected states, we reserve the right to proportionately levy
such charges against any available Sub-Account investments.
20. SALES CHARGES (P. 21)
A. WHEN COMPUTING THE CDSC, PLEASE CLARIFY WHAT IS MEANT BY "SUBJECT TO A CDSC"
(E.G., IS A PREMIUM THAT IS OUTSIDE THE CDSC PERIOD CONSIDERED TO BE SUBJECT TO
THE CDSC).
As noted in the first paragraph (last sentence) of this section, this phrase is
meant to refer to those deposits within the first eight years (share class B) or
one year (share class C).
B. LONG-TERM CARE EXCLUSION -- PLEASE CONFIRM SUPPLEMENTALLY WHETHER THIS RIDER
IS ONLY EFFECTIVE ONCE ONE EXITS THE LONG-TERM CARE FACILITY OR WHETHER THE
EXCLUSION CAN BE USED ANY TIME AFTER THE FIRST 180 DAYS IN THE FACILITY UP UNTIL
NINETY DAYS AFTER EXITING SUCH A FACILITY AND CLARIFY THIS POINT IN THE
PROSPECTUS.
Agreed.
21. SURRENDERS -- BEFORE THE ANNUITY COMMENCEMENT DATE (P. 23)
A. PLEASE DEFINE THE TERM "MINIMUM AMOUNT RULE".
Agreed.
B. PLEASE PROVIDE AN EXAMPLE OF HOW THE "PERIOD CERTAIN" VALUE IS CALCULATED.
Agreed.
22. ANNUITY PAYOUTS (P. 25)
PLEASE RECONCILE THE SECOND TO LAST SENTENCE OF THE FIRST PARAGRAPH WITH THE
THIRD TO LAST SENTENCE. ALSO, IF APPLICABLE, PLEASE MORE CLEARLY DESCRIBE THE
BIFURCATED STRUCTURE OF ANNUITIZING YOUR ACCOUNT BALANCE; PARTICULARLY THAT
FUNDS ALLOCATED THE PERSONAL PENSION ACCOUNT WILL BE ANNUITIZED UNDER ANNUITY
PAYOUT OPTION TWO AND CONTRACT VALUE WILL BE ANNUITIZED UNDER ANNUITY PAYOUT
OPTION 1,3,4,5, 6 OR 7.
Agreed.
23. OPTION SEVEN (P. 26)
A. OPTION SEVEN APPEARS TO BE A DEATH BENEFIT PAYOUT OPTION, PLEASE EXPLAIN
SUPPLEMENTALLY WHY IT IS LISTED AS AN ANNUITY PAYOUT OPTION. PLEASE CONSIDER
MOVING THIS OPTION TO THE DEATH BENEFIT OPTION INASMUCH AS THIS IS NOT AN
ANNUITY SETTLEMENT OPTION.
9
<Page>
This option has historically been listed as an annuitization option within the
contract. It has been consolidated here for consistency but will be moved.
B. THE PROSPECTUS INDICATES THAT A BENEFICIARY MAY INVEST THE DEATH BENEFIT IN
THE SEPARATE ACCOUNT, BUT PROVIDES A LIMITED DESCRIPTION OF THE RIGHTS AND
CONDITIONS THAT APPLY TO THE INVESTMENT. PLEASE CLARIFY SUPPLEMENTALLY HOW THE
INSURER INTENDS TO SATISFY ITS OBLIGATIONS UNDER THE 1933 ACT WITH RESPECT TO
ITS INTENT TO OFFER THAT OPTION TO THE BENEFICIARY.
This death benefit settlement option electable by the beneficiary in which the
death benefit can REMAIN invested in the Separate Account for up to five years,
as permitted by the tax code. Once this is elected, the contract is in the death
benefit settlement phase. We provide the beneficiary with prospectuses and
supplements, as required by relevant securities laws.
24. VARIABLE DOLLAR AMOUNT ANNUITY PAYOUTS (P. 28)
IN THE THIRD BULLET, PLEASE EXPLAIN THE PHRASE "WHICH PURCHASE RATES MAY VARY
BASED ON THE ASPECT OF THE CONTRACT ANNUITIZED."
This clause has been deleted.
25. WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED? (P. 29)
A. PLEASE REVISE THE FOLLOWING SENTENCE: "THESE LIMITS WILL BE APPLIED IF YOU
MAKE HAVE $5 MILLION OR MORE IN TOTAL AGGREGATE ACCOUNT BALANCE."
Agreed.
B. IN THE FIRST BULLET, PLEASE CLARIFY HOW THE REDUCTION FOR PARTIAL SURRENDERS
OPERATES. INCLUDE CROSS-REFERENCE TO LATER DISCUSSION.
Agreed.
26. HOW IS THE DEATH BENEFIT PAID (P. 29)
PLEASE REVISE THE FOLLOWING LANGUAGE: "THE BENEFICIARY OF A NON-QUALIFIED
CONTRACT OR IRA (PRIOR TO THE REQUIRED DISTRIBUTION DATE) MAY ALSO ELECT THE
ANNUITY PAYOUT OPTION ONE. THIS OPTION ALLOWS THE BENEFICIARY TO TAKE THE DEATH
BENEFIT IN A SERIES OF PAYMENTS SPREAD OVER A PERIOD EQUAL TO THE BENEFICIARY'S
REMAINING LIFE EXPECTANCY." ANNUITY PAYOUT OPTION ONE PROVIDES PAYMENTS FOR
LIFE; NOT FOR THE REMAINING LIFE EXPECTANCY (WHICH MAY BE LONGER OR SHORTER THAN
ONE'S LIFE). PLEASE CONSIDER RENAMING THIS AS ANNUITY PAYOUT OPTION 9.
Noted. The limitation to "remaining life expectancy" is predicated on the RMD
requirements for beneficiaries associated with qualified plans. We did not
rename this option to avoid potential confusion with contracts which do not
refer to this as an annuity payout option.
10
<Page>
27. OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT (PP.30-31)
A. PLEASE CONFIRM SUPPLEMENTALLY THAT "CONTRACT VALUE (AFTER EXPENSES)" DOES NOT
INCLUDE A CDSC.
Contract Value does not include the CDSC.
B. PLEASE CLEARLY DESCRIBE THE BIFURCATED STRUCTURE OF PAYING THE GUARANTEED
MINIMUM DEATH BENEFIT, (I.E., THE ACCOUNT COMPONENT IS THE GREATER OF PREMIUM
PAYMENTS AND CONTRACT VALUE AND THE PERSONAL PENSION ACCOUNT COMPONENT IS THE
BENEFIT BALANCE. PLEASE ALSO REVISE THE BRIEF DESCRIPTION IN THE OBJECTIVE TO
REFLECT HOW THE PERSONAL PENSION ACCOUNT AFFECTS THE DEATH BENEFIT.
Agreed.
C. THE GLOSSARY DEFINES CONTRACT VALUE TO INCLUDE THE VALUE IN BOTH THE SEPARATE
ACCOUNT AND IN THE FIXED ACCUMULATION FEATURE AND SIMILARLY DEFINES PREMIUM
PAYMENTS TO EXCLUDE AMOUNTS PAID INTO THE PERSONAL PENSION ACCOUNT. IT THUS
APPEARS THAT THE GMDB EXCLUDES THOSE AMOUNTS, NOTWITHSTANDING THE FACT THAT THEY
ARE SUBJECT TO FRONT END LOAD. IF THIS IS CORRECT, PLEASE HIGHLIGHT THE FACT
THAT THESE AMOUNTS ARE NOT SUBJECT TO THE PRINCIPAL PROTECTION OF THE GMDB IN
BOLD IN THE BEGINNING OF THIS SECTION AND IN THE PERSONAL PENSION ACCOUNT
SECTION.
Agreed.
D. ARE AMOUNTS TRANSFERRED FROM THE PERSONAL PENSION ACCOUNT TO CONTRACT VALUE
CONSIDERED TO BE PREMIUM PAYMENTS SUBJECT TO PRINCIPAL PROTECTION? IF YES, HOW
DOES THIS AFFECT THE RIDER CHARGE?
Yes, this will be addressed.
28. OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT - WHAT EFFECT DOES PARTIAL OR FULL
SURRENDERS HAVE ON YOUR BENEFITS UNDER THE RIDER? (P.31)
A. PLEASE CORRECT THE CROSS-REFERENCE TO APPENDIX C.
Agreed.
B. IN ADDITION TO THE CROSS-REFERENCE TO APPENDIX A, PLEASE INCLUDE A
DESCRIPTION OF THE PROPORTIONATE REDUCTION IN A WAY THAT DOES NOT
CROSS-REFERENCE BACK TO THE CONTRACT.
Agreed.
29. OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT -- CAN YOUR SPOUSE CONTINUE YOUR
DEATH BENEFIT (P. 32)
UPON SPOUSAL CONTINUATION, PLEASE CONFIRM THAT CONTRACT VALUE IS NOT INTENDED TO
INCLUDE THE BENEFIT BALANCE. PLEASE ALSO CLARIFY HOW THE DEATH BENEFIT CAN BE
SET TO A STATIC VALUE WHEN THE GUARANTEED MINIMUM DEATH BENEFIT IS THE GREATER
OF CONTRACT VALUE AND PREMIUM PAYMENTS. (DO YOU MEAN TO SAY THAT THE GREATER OF
CONTRACT VALUE AND THE DEATH BENEFIT IS AKIN TO PREMIUM PAYMENTS?)
11
<Page>
Contract Value, as defined in the Glossary, does not include Benefit Balance.
The description of the Personal Pension Account death benefit clarifies that it
is separate from the standard or optional death benefits offered under the
contract. We have provided further clarification that upon spousal continuation
the death benefit increase serves as the new basis for the benefit.
30. OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT -- ARE THERE RESTRICTIONS ON HOW
YOU MUST INVEST? (PP. 32-33)
A. PLEASE DESCRIBE WHICH FUNDS FALL INTO WHICH CLASSIFICATION.
Agreed. This information will be reflected in Appendix C.
B. SINCE THE PERSONAL PENSION ACCOUNT AND FIXED ACCUMULATION ACCOUNT DO NOT FALL
INTO A CLASSIFICATION, PLEASE CLARIFY WHETHER AN INVESTMENT IN EITHER OF THESE
TWO OPTIONS WILL TERMINATE THE RIDER.
Agreed.
C. PLEASE CLARIFY WHETHER ONE WILL BE GIVEN NOTICE OF THE FAILURE TO COMPLY WITH
INVESTMENT RESTRICTIONS.
Agreed.
D. UPON REINSTATEMENT OF THE RIDER, THE DEATH BENEFIT IS SET TO THE LESSER OF
THE DEATH BENEFIT AND THE CONTRACT VALUE UPON REINSTATEMENT. PLEASE HIGHLIGHT
THIS PARAGRAPH IN BOLD, AND PROVIDE AN EXAMPLE. IN ADDITION, PLEASE NOTE IN THE
BEGINNING OF THE SECTION ON PAGE 30 THAT VIOLATIONS OF APPLICABLE INVESTMENT
RESTRICTIONS COULD RESULT IN A SEVERE EROSION OF THE VALUE IN THE BENEFIT.
Agreed.
E. UPON REINSTATEMENT OF THE RIDER, THE DEATH BENEFIT IS SET TO THE LESSER OF
THE DEATH BENEFIT AND THE CONTRACT VALUE UPON REINSTATEMENT. PLEASE CLARIFY
WHETHER THIS IS A ONE-TIME REDUCTION IN THE PRINCIPAL PROTECTION (REDUCING THE
PREMIUM PAYMENT ASPECT OF THE GUARANTEED DEATH BENEFIT) OR WHETHER THIS HAS THE
AFFECT OF FIXING THE RIDER BENEFIT. PLEASE CLARIFY IF THIS IS THE SAME AS
"RESETTING THE BASE" IN THE SPOUSAL CONTRACT CONTINUATION SECTION AND IF SO,
PLEASE DESCRIBE THIS OCCURRENCE CONSISTENTLY. ALSO, IN THE FIRST SENTENCE OF
THAT PARAGRAPH, PLEASE REVISE TO REMOVE THE FIRST USE OF THE TERM "DEATH
BENEFIT" AS IT SEEMS ONLY THE PREMIUM PAYMENT ASPECT OF THE DEATH BENEFIT IS
CHANGED.
Agreed.
31. DEFINITIONS (PP.34 -36)
A. WITH REGARD TO THE TERM "COMMUTED VALUE", PLEASE CLARIFY THE PHRASE "AS
APPLICABLE TO THE SOURCE OF ASSETS ANNUITIZED".
Agreed. This reference has been removed.
12
<Page>
B. WITH REGARD TO THE TERM "PERSONAL PENSION ACCOUNT CONTRIBUTIONS", IF
APPROPRIATE, PLEASE CLARIFY THAT THIS AMOUNT DOES NOT INCLUDE ANY APPLICABLE
SALES CHARGES.
Agreed.
32. STATE VARIATIONS (P. 36)
THE PROSPECTUS STATES THAT STATE VARIATIONS ARE SUBJECT TO CHANGE WITHOUT
NOTICE. PLEASE CONFIRM SUPPLEMENTALLY THAT THE PROSPECTUS WILL BE UPDATED TO
REFLECT ANY MATERIAL CHANGES IN STATE VARIATIONS.
The prospectus will be updated to reflect material changes in state variations.
33. CONTRACT MODIFICATION (P. 37)
PLEASE EXPLAIN WHY A CHANGE MAY BE MADE (E.G., CHANGES IN APPLICABLE LAW OR
INTERPRETATIONS OF LAW); AND (II) WHO, IF ANYONE, MUST APPROVE ANY CHANGE AS PER
ITEM 7(C)(I) AND (II) OF FORM N-4.
Agreed.
34. HOW CONTRACTS ARE SOLD (PP. 37 -- 38)
A. PLEASE EXPLAIN SUPPLEMENTALLY WHETHER THE 5% BONUSES ARE SUBJECT TO ANY
RECAPTURE PROVISIONS.
Bonuses are not subject to recapture provisions.
B. THE PROSPECTUS NOTES THAT COMMISSIONS ARE BASED ON A SPECIFIED AMOUNT OF
PREMIUM PAYMENTS OR CONTRACT VALUE. PLEASE CONFIRM SUPPLEMENTALLY THAT PERSONAL
PENSION ACCOUNT CONTRIBUTIONS AND THE BENEFIT BALANCE ARE NOT BASES FOR
COMMISSIONS. PLEASE MAKE CORRESPONDING ADJUSTMENTS FOR WHOLESALERS (APPEARING IN
THE PARAGRAPH BEFORE "COMMISSIONS").
The Benefit Balance does play a role in the payment of commissions. Deposits,
which include contributions to the Personal Pension Account, form the basis of
up front commissions. Account Balance, which includes the Benefit Balance, forms
the basis for trail commissions. We pay no additional commissions with respect
to assets moved from the PPA to Sub-accounts or FAF. Wording shall be added to
this effect.
13
<Page>
35. TRADITIONAL IRAS (P. 47)
PLEASE CONFIRM THAT THE LAST PARAGRAPH IS APPLICABLE. (I.E., CAN THE DEATH
BENEFIT EXCEED CONTRACT VALUE AND PREMIUM PAYMENTS.)
This paragraph is still applicable. The death benefit paid may exceed Contract
Value or premium payments because it includes the Personal Pension Account death
benefit. Thus, it will include the Benefit Balance, which grows at the credited
rates.
36. APPENDIX A -- PERSONAL PENSION ACCOUNT EXAMPLES
A. IN EXAMPLE 3, PLEASE EXPLAIN IN A CLEAR FASHION WHAT IS GOING ON IN THE
EXAMPLE. PLEASE REMOVE THE TERM "SUBACCOUNT" FROM "SUBACCOUNT GROSS PREMIUM (AND
ADJUST THE FOOTNOTE ACCORDINGLY). PLEASE ALSO MAKE CLEAR IN THE ASSUMPTION THAT
THE CONTRACT OWNER HAS YET TO MAKE CONTRIBUTIONS TO THE PERSONAL PENSION
ACCOUNT.
Agreed.
B. EXAMPLE 1
I. IN THE "VALUE AFTER PARTIAL SURRENDER" COMPONENT, PLEASE EXPLAIN TO THE
CONTACT OWNER WHY THE REDUCTION IS DOLLAR-FOR-DOLLAR.
Agreed.
II. IN THE "VALUE AFTER PARTIAL SURRENDER" COMPONENT, IF APPROPRIATE, IN THE
FORMULA PLEASE REPLACE "DEATH BENEFIT WITHDRAWAL LIMIT" WITH "DEATH BENEFIT
WITHDRAWAL LIMIT REMAINING".
Agreed.
III. PLEASE CLARIFY THAT IN THIS EXAMPLE, THE DEATH BENEFIT WOULD BE EQUAL TO
THE CONTRACT VALUE.
Agreed.
C. PLEASE CONSIDER ADDING ANOTHER EXAMPLE SHOWING HOW THE GUARANTEED MINIMUM
DEATH BENEFIT OPERATES WHEN THERE IS A BENEFIT BALANCE AT THE TIME OF DEATH.
Agreed.
D. PLEASE CLARIFY HOW EXAMPLE 4 OPERATES. THE REFERENCE TO "PERSONAL PENSION
ANNUITY PAYOUT" USED AS A COLUMN HEADER IS INCONSISTENT WITH THE TERM USED
THROUGHOUT AND IN FOOTNOTE 3. PLEASE EXPLAIN WHY THE BENEFIT BALANCE AND THE
ANNUITY PAYOUT VALUE ARE THE SAME FIGURE. PLEASE EXPLAIN MORE CLEARLY HOW THE
COMMUTED VALUE, PERSONAL PENSION ACCOUNT VALUE AND PERIOD CERTAIN ARE DERIVED
(FOR E.G., PERIOD CERTAIN = (1000/PAYOUT RATE)?).
Agreed.
14
<Page>
37. RULE 12H-7
PLEASE NOTE THAT IF YOU QUALIFY FOR AND INTEND TO RELY UPON THE EXEMPTION
PROVIDED BY RULE 12H-7 UNDER THE SECURITIES EXCHANGE ACT OF 1934, YOU MUST
INCLUDE A STATEMENT TO THAT EFFECT IN THE PROSPECTUS. SEE RELEASE NO. 33-8996
(SAN. 8, 2009).
We do not presently intend to rely on Rule 12h-7.
38. POWERS OF ATTORNEY
PLEASE PROVIDE POWERS OF ATTORNEY THAT RELATE SPECIFICALLY TO THESE REGISTRATION
STATEMENTS AS REQUIRED BY RULE 483(B) OF THE 1933 ACT. THIS MEANS THAT EACH
POWER OF ATTORNEY MUST EITHER (A) SPECIFICALLY LIST THE '33 ACT REGISTRATION
NUMBER OF THE INITIAL FILING, OR (B) SPECIFICALLY NAME THE CONTRACT OR FUND
WHOSE PROSPECTUS AND/OR SAI IS BEING REGISTERED.
Agreed.
39. SERIES AND CLASS IDENTIFIERS
PLEASE CONFIRM SUPPLEMENTALLY THAT THE CONTACT NAME ON THE FRONT COVER PAGE OF
THE PROSPECTUS IS AND WILL CONTINUE TO BE THE SAME AS THE EDGAR CLASS
IDENTIFIERS.
Agreed.
40. GUARANTEES AND SUPPORT AGREEMENTS
PLEASE CLARIFY SUPPLEMENTALLY WHETHER THERE ARE ANY TYPES OF GUARANTEES OR
SUPPORT AGREEMENTS WITH THIRD PARTIES TO SUPPORT ANY OF THE COMPANY'S GUARANTEES
UNDER THE POLICY OR WHETHER THE COMPANY WILL BE PRIMARILY RESPONSIBLE FOR PAYING
OUT ON ANY GUARANTEES ASSOCIATED WITH THE POLICY.
None.
41. FINANCIAL STATEMENTS, EXHIBITS, AND OTHER INFORMATION
PLEASE CONFIRM THAT THE FINANCIAL STATEMENTS AND EXHIBITS WILL BE FILED BY A
PRE-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT.
Agreed.
42. TANDY REPRESENTATION
Registrant hereby acknowledges that the Staff of the Commission has not passed
upon the accuracy or adequacy of the prospectus and related statement of
additional information for the above referenced registration statements.
Registrant further acknowledges that the review of the filing by the Staff of
the Commission does not relieve it of its full responsibility for the adequacy
15
<Page>
and accuracy of the disclosure of this filing nor does it foreclose the
Commission from taking any action with respect to the filing. Further,
registrant acknowledges that it may not assert as a defense in any proceeding
initiated by the Commission or any person under federal securities law that the
Staff of the Commission reviewed the filing and provided comments to the
registrant or that the filing became automatically effective thereafter
We are enclosing a redlined copy of the prospectus reflecting the revisions
noted above. Once approved we will provide a pre-effective amendment to the
registration statement reflecting these and other non-material edits. Please
contact the undersigned or Chris Young when you are ready to discuss any
responses to these comments. Thank you for your cooperation.
Sincerely,
/s/ Richard J. Wirth
Encl.
16