May 17, 2007
VIA EDGAR
U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
Re: PHL Variable Accumulation Account
Post-Effective Amendment No. 27, Filed on February 20, 2007
File Nos. 033-87376, 811-08914
Phoenix Life Variable Accumulation Account
Post-Effective Amendment No. 46, Filed on February 20, 2007
File Nos. 002-79020, 811-03488
Commissioners:
Transmitted herewith is a Correspondence Filing for the above-captioned
Registration Statements. We have addressed your remaining comments as follows.
SPECTRUM EDGE+, PHOENIX LIFE INSURANCE COMPANY
COMMENT: 1. EXPLAIN HOW THE FILING OF VERSIONS A-E COMPORTS WITH THE
COMPANY'S POSITION OF FILING MULTIPLE PROSPECTUSES IN ONE
REGISTRATION STATEMENT, IN ACCORDANCE WITH INVESTMENT
COMPANY ACT RELEASE NUMBER 14575, JUNE 14, 1985, AND GENERAL
BULLETIN 5066, DATED NOVEMBER 30, 1995, WHICH REFERENCES THE
NOVEMBER 3, 1995 INDUSTRY COMMENT LETTER.
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
COMMENT: 2. DISCLOSE WHETHER ANY GUARANTEE OR SUPPORT AGREEMENTS WITH
THIRD PARTIES EXIST, OR WHETHER THE COMPANY IS RESPONSIBLE
FOR PAYING OUT GUARANTEES TO THIRD PARTIES UNDER THE
CONTRACT.
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
3. GLOSSARY
COMMENT: 3a. CLARIFY USE OF THE TERM "ACCOUNT" AS IT APPEARS IN THE
DEFINITION OF CONTRACT VALUE (FOR PLIC).
RESPONSE: Reference to the term "account," as it appears in the
definition of contract value, refers to the Separate
Account. We will update accordingly when the Company submits
its next 485(b) filing to the SEC for this prospectus.
COMMENT: 3b. PROVIDE DISCLOSURE, DESCRIBING WHAT MEANS ARE USED FOR
IDENTIFYING DEFINED TERMS.
RESPONSE: Terms used in the glossary will be identified by the use of
italics where they first appear in the prospectus. We have
updated accordingly.
COMMENT: 3c. CLARIFY USE OF THE TERM "INVESTMENT OPTION" THROUGHOUT THE
REGISTRATION STATEMENT, E.G., SEE COVER PAGE, "FIXED"
INVESTMENT OPTION.
RESPONSE: The term "investment option" is used generically to mean any
available fund, fixed or variable, under the contract, to
which premiums may be allocated. See Contract Summary,
Overview, second paragraph, which provides clarifying
information. On the cover page, where the term "investment
option" is first used, we have made modifications to also
help clarify use of the term.
4. SUMMARY OF EXPENSES
COMMENT: 4a. ANNUAL OPERATING EXPENSES: CONFIRM COMPLIANCE WITH
INSTRUCTION 17a, ITEM 3, REGARDING FUND OF FUNDS STRUCTURE.
RESPONSE: Yes, we have updated our disclosure and we are in
compliance.
COMMENT: 4bi. EXPENSE EXAMPLES: REMOVE "...OR ANNUITIZE" FROM THE FIRST
EXAMPLE.
RESPONSE: The first example identifies maximum costs involving
surrender or annuitization. The second example identifies
maximum costs if there is no surrender or no annuitization.
Rather than delete reference to annuitizing in the first
example, we have, instead, clarified that the second example
represents maximum costs assuming no surrender, or no
annuitization.
COMMENT: 4bii. ADDITIONALLY, CLARIFY WHAT OPTIONAL FEATURES HAVE BEEN
TAKEN INTO ACCOUNT, IN LIGHT OF THE FIRST PARAGRAPH TO THE
RIGHT OF THE EXAMPLES.
RESPONSE: Regarding optional features referenced in the first
paragraph to the right of the examples, we will modify the
disclosure in the second sentence to make it clear that the
example focuses on a single benefit rider, i.e., election of
GMWB spousal life option when the Company submits its next
485(b) filing to the SEC for this prospectus.
COMMENT: 4ci. ANNUAL FUND EXPENSES: CLARIFY USE OF THE FOOTNOTE THAT THE
FUND IS CLOSED TO NEW INVESTMENTS ON MAY 1, 2006.
RESPONSE: We have updated our annual fund expenses chart and footnotes
for May 1, 2007 updates.
COMMENT: 4cii. REVISE FORMAT OF TABLE, INCLUDING FOOTNOTE 15, IN ACCORDANCE
WITH INSTRUCTION 3F TO ITEM 3 OF FORM N-1A.
RESPONSE: We have updated the table to reflect "Acquired Fund Fees and
Expenses" column.
COMMENT: 4ciii. FOOTNOTE 1 OF THE TABLE REFERS TO DIVIDEND EXPENSES FOR
SHORT SALES. A SEPARATE LINE ITEM IS NEEDED TO ACCOUNT FOR
DIVIDEND EXPENSES IN THE CHART.
RESPONSE: It is not applicable. There were no dividend expenses for
short sales.
COMMENT: 4civ. CONTRACTUAL WAIVERS MUST BE FOR 1 YEAR. REVISE FOOTNOTE #11,
BY REFERENCING APRIL 30, 2008.
RESPONSE: We now reference April 30, 2008.
5. CONTRACT SUMMARY
COMMENT: 5a. REMOVE MVA FROM PLIC PROSPECTUS.
RESPONSE: We have removed reference to the MVA feature from the PLIC
prospectus.
COMMENT: 5b. CONFIRM ACCURACY OF DISCLOSURE UNDER TERMINATION, PAGE 12,
CONSIDERING RIDERS.
RESPONSE: We have modified the disclosure under termination, page 12,
considering riders.
COMMENT: 6. FINANCIAL STATEMENTS
REVISE THE DISCLOSURE TO COMPORT WITH THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT. CONFIRM ALL DATED INFORMATION IS CURRENT
THROUGHOUT THE REGISTRATION STATEMENT. E.G., FEE TABLE, PAGE 2 OF
THE SAI, AND EXPERTS INFORMATION ON PAGE 13 OF THE SAI.
RESPONSE: We have revised the disclosure accordingly, and confirm all dated
information is current.
COMMENT: 7. PARTICIPATING INVESTMENT FUNDS
3RD PARAGRAPH: CLARIFY AOD (ANNUITY OPERATIONS DIVISION). IT MAY
BE HELPFUL TO FOLLOW THE NATIONAL PRODUCT FORMAT.
RESPONSE: The term "AOD" is defined in the lower portion of page 1 of the
prospectus, along with the address for the Annuity Operations
Division.
8. DEDUCTIONS & CHARGES
COMMENT: 8a. DISCLOSE THE CURRENT M&E CHARGE, NOT JUST THE MAXIMUM.
RESPONSE: We have added such disclosure.
COMMENT: 8b. SINCE THIS FILING REPRESENTS THE NY VERSION, CONFIRM
RELEVANCE OF REFERENCE TO CERTAIN STATES ON PAGE B1 UNDER
APPENDIX B. ON PAGE 43, REMOVE REFERENCES TO TEXAS OPTIONAL
RETIREMENT PROGRAM.
RESPONSE: PLIC is licensed to do business in the states listed in Appendix
B1. Therefore, we include the states that tax annuities in which
PLIC is licensed. The reference to Texas Optional Retirement
Program is included to comply with Item 11(b), Redemptions, of
Form N-4.
9. PURCHASE OF CONTRACTS
COMMENT: 9a. DISCLOSE THE MINIMUM FOR SUBSEQUENT PREMIUM PAYMENTS FOR
NON-QUALIFIED PLANS.
RESPONSE: We have added the disclosure.
COMMENT: 9b. ADD DISCLOSURE THAT PREMIUM PAYMENTS MAY ALSO BE ALLOCATED
TO A STRATEGIC OR ASSET ALLOCATION PROGRAM AS WELL, IF
APPLICABLE.
RESPONSE: We have added disclosure accordingly.
COMMENT: 9c(i) PAGE 18, PHOENIX IBBOTSEN: PLEASE REPLACE THE SECOND
SENTENCE OF THE PARAGRAPH.
RESPONSE: We have modified the paragraph in order to reflect our
operational procedures.
COMMENT: 9c(ii) RECONCILE 3RD SENTENCE WITH THE LAST SENTENCE OF THE SAME
PARAGRAPH. THE LAST SENTENCE IS CONSISTENT WITH PRIOR
FILINGS.
RESPONSE: We have modified the paragraph in order to reflect our
operational procedures.
COMMENT: 9d. DOLLAR COST AVERAGING PROGRAM: CLARIFY WHETHER "VALUATION
DATE" SHOULD BE USED INSTEAD OF "BUSINESS DAY."
RESPONSE: We have corrected the term to reflect valuation date.
COMMENT: 9e. DEPENDING ON THE RESPONSE TO THE ABOVE COMMENT, THE 2ND TO
LAST PARAGRAPH BETWEEN INTEREST INVESTMENT PROGRAM, MAY NOT
APPLY.
RESPONSE: We have made the necessary change here as well.
COMMENT: 9f. INTEREST INVESTMENT PROGRAM - STYLISTIC: BE CONSISTENT WITH
"PREMIUM" VS "PAYMENT" VS. "PREMIUM PAYMENT".
RESPONSE: Use of terminology in this section is now consistent.
10. OPTIONAL BENEFITS
COMMENT: 10a. BENEFIT TERMINATION: LAST BULLET: CLARIFY THE LAST BULLET
POINT, TERMINATION OF CONTRACT. WHAT DOES THAT MEAN?
RESPONSE: We have clarified that termination refers to the contract to
which the rider is attached.
COMMENT: 10b. GUARANTEED ANNUITIZATION VALUE: IN THE FORMULA, CLARIFY IN
(II), WHETHER THAT SHOULD ACCOUNT FOR THE DEDUCTION OF ANY
TAXES. SHOULD (II) REFLECT THE DEDUCTION OF TAXES MADE?
RESPONSE: No.
COMMENT: 10c. IN THE DISCUSSION OF GMWB AND/OR SURRENDER CHARGES, DISCUSS
THE IMPACT OF SURRENDER CHARGES ON WITHDRAWALS PURSUANT TO
GMWB, I.E., DO SURRENDER CHARGES APPLY?
RESPONSE: No, surrender charges under such circumstances do not apply.
COMMENT: 11. SURRENDER OF CONTRACT AND WITHDRAWALS - CONTRACT TERMINATION:
SHOULD THE PROVISION BE REVISED IN LIGHT OF RIDERS?
RESPONSE: We have modified the first sentence by deleting reference to
"...without value." Additionally, on the previous page under
"Contract Value Reduced to Zero", we have separated the first
sentence into two distinct sentences to help clarify the issue.
12. INTERNET, INTERACTIVE VOICE RESPONSE AND TELEPHONE TRANSFERS
COMMENT: 12a. SHOULD THE REFERENCE TO PHL VARIABLE BE REPLACED WITH
PHOENIX LIFE INSURANCE COMPANY?
RESPONSE: Yes. We have replaced PHL Variable with the Company.
COMMENT: 12b. DISCLOSURE DOESN'T ADDRESS INTERACTIVE VOICE RESPONSE
("IVR") TRANSFER OPTION. EITHER CHANGE THE HEADING, OR ADD
THE DISCLOSURE.
RESPONSE: We have added disclosure to address IVR.
COMMENT: 13. THE ANNUITY PERIOD
UNDER ANNUITY PAYMENT OPTIONS, CLARIFY AND DISCLOSE IF THERE ARE
ANY CHARGES IF YOU ARE TAKING WITHDRAWALS UNDER THE CONTRACT, AND
IF SO, DISCLOSE IN THE SUMMARY OF EXPENSES AND UNDER DEDUCTIONS AND
CHARGES.
RESPONSE: This section of the prospectus addresses the annuitization period,
not the accumulation period. During the annuitization period,
withdrawals do not apply.
COMMENT: 14. MAKE SURE FEDERAL INCOME TAX DISCLOSURE IS CURRENT.
RESPONSE: Federal income tax disclosure is now current.
COMMENT: 15. WHEREVER RIDERS APPEAR, INCLUDE NUMERIC EXAMPLES FOR EACH DEATH
BENEFIT OPTION AND ALL RIDERS, INCLUDING CROSS-REFERENCES.
RESPONSE: To show expense examples for every rider may be confusing to the
reader, so we disclosed expense examples for GMWB because those
examples illustrate the maximum expense. In the future, we may add
a footnote to the Expense Example chart stating that a
personalized illustration for any other applicable riders may be
obtained from the Company.
SAI (PART B)
16. PERFORMANCE HISTORY
COMMENT: 16a. PAGE 2, PERFORMANCE HISTORY, CLARIFY THE DESCRIPTION OF
TOTAL RETURN WITH RESPECT TO NON-STANDARDIZED PERFORMANCE.
RESPONSE: We have added a provision addressing non-standardized
performance, which is identical to the provision appearing
in the prospectus for PHL Variable Insurance Company.
COMMENT: 16b. IN THE CHARTS FROM PAGES 3-10, IN A FOOTNOTE, CLARIFY
WHETHER RIDERS ARE REFLECTED, IF ANY. IF THEY DON'T REFLECT
ANY RIDERS, PUT THAT IN THE TABLE ITSELF.
RESPONSE: The values shown assume no riders have been elected. We have
modified Performance History in the previous page to add
this disclosure.
COMMENT: 16c. EACH STANDARDIZED PERFORMANCE TABLE SHOULD BE CALCULATED
WITH A 7% AND 3% SURRENDER CHARGE, RESPECTIVELY, FOR 1 AND 5
YEAR PERFORMANCE RESULTS. CLARIFY AS TO WHY THE COMPANY
USES 6% AND 2%, AS SHOWN IN THE FOOTNOTE FOR THE
STANDARDIZED PERFORMANCE TABLE, RATHER THAN 7% AND 3%?
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
COMMENT: 17. IF APPLICABLE, DISCLOSE THE NAME AND PRINCIPLE ADDRESS OF THE
CUSTODIAN, AND SERVICE PROVIDERS, PURSUANT TO ITEM 18C.
RESPONSE: We have updated page 13 of the SAI to reflect the principle address
of PricewaterhouseCoopers.
COMMENT: 18. PROVIDE DISCLOSURE OF PAYMENTS TO UNAFFILIATED PARTIES, PURSUANT TO
ITEM 20D, IF APPLICABLE.
RESPONSE: Not applicable.
PART C
COMMENT: 19. CONFIRM ALL EXHIBITS, INCLUDING FORMS OF RIDERS AND PARTICIPATION
AGREEMENTS WITH AFFILIATED FUNDS.
RESPONSE: All such exhibits have been updated.
COMMENT: 20. RECONCILE DISCLOSURE UNDER ITEM 31, MANAGEMENT SERVICES, VS. PAGE 2
UNDER "OTHER SERVICE PROVIDERS."
RESPONSE: We have reconciled the disclosures.
COMMENT: 21. FOR FUTURE REFERENCE, NOTE PROPER NARRATIVE FOR SIGNATURE PAGE FOR
A FILINGS VS. B FILINGS (P. S-1)
RESPONSE: Noted.
COMMENT: 22. PROVIDE TANDY REPRESENTATIONS.
RESPONSE: Tandy representations are provided.
The Registrant acknowledges that:
o the Registrant is responsible for the adequacy and accuracy of the
disclosure in its filings;
o 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 filing;
o 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;
o 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;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
o the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
SPECTRUM EDGE+, PHL VARIABLE INSURANCE COMPANY
COMMENT: 1. EXPLAIN HOW THE FILING OF VERSIONS A-D COMPORTS WITH THE
COMPANY'S POSITION OF FILING MULTIPLE PROSPECTUSES IN ONE
REGISTRATION STATEMENT, IN ACCORDANCE WITH INVESTMENT
COMPANY ACT RELEASE NUMBER 14575, JUNE 14, 1985, AND GENERAL
BULLETIN 5066, DATED NOVEMBER 30, 1995, WHICH REFERENCES THE
NOVEMBER 3, 1995 INDUSTRY COMMENT LETTER.
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
COMMENT: 2. DISCLOSE WHETHER ANY GUARANTEE OR SUPPORT AGREEMENTS WITH
THIRD PARTIES EXIST, OR WHETHER THE COMPANY IS RESPONSIBLE
FOR PAYING OUT GUARANTEES TO THIRD PARTIES UNDER THE
CONTRACT.
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
COMMENT: 3. CONFIRM THAT MVA HAS BEEN REGISTERED.
RESPONSE: Yes, the MVA is registered. Its registration number is
333-87218.
4. GLOSSARY
COMMENT: 4a. MVA. STATE A MORE SPECIFIC TIME PERIOD FOR WHEN IT IS
APPLIED.
RESPONSE: On page 15 of the prospectus, which describes the MVA in
more detail, it states that the MVA is available only during
the accumulation phase of the contract.
COMMENT: 4b. PROVIDE DISCLOSURE, DESCRIBING WHAT MEANS ARE USED FOR
IDENTIFYING DEFINED TERMS.
RESPONSE: Terms used in the glossary will be identified by the use of
italics where they first appear in the prospectus. We have
updated accordingly.
COMMENT: 4c. CLARIFY USE OF THE TERM "INVESTMENT OPTION" THROUGHOUT THE
REGISTRATION STATEMENT, E.G., SEE COVER PAGE, "FIXED"
INVESTMENT OPTION.
RESPONSE: The term "investment option" is used generically to mean any
available fund, fixed or variable, under the contract, to
which premiums may be allocated. See Contract Summary,
Overview, second paragraph, which provides clarifying
information. On the cover page, where the term "investment
option" is first used, we have made modifications to also
help clarify use of the term.
5. SUMMARY OF EXPENSES
COMMENT: 5a. ANNUAL OPERATING EXPENSES: CONFIRM COMPLIANCE WITH
INSTRUCTION 17a, ITEM 3, REGARDING FUND OF FUNDS STRUCTURE.
RESPONSE: Yes, we have updated our disclosure and we are in
compliance.
COMMENT: 5b(i) EXPENSE EXAMPLES: REMOVE "...OR ANNUITIZE" FROM THE FIRST
EXAMPLE.
RESPONSE: The first example identifies maximum costs involving
surrender or annuitization. The second example identifies
maximum costs if there is no surrender or no annuitization.
Rather than delete reference to annuitizing in the first
example, we have, instead, clarified that the second example
represents maximum costs assuming no surrender, or no
annuitization.
COMMENT: 5b(ii) ADDITIONALLY, CLARIFY WHAT OPTIONAL FEATURES HAVE BEEN
TAKEN INTO ACCOUNT, IN LIGHT OF THE FIRST PARAGRAPH TO THE
RIGHT OF THE EXAMPLES.
RESPONSE: Regarding optional features referenced in the
first paragraph to the right of the examples, we will
modify the disclosure in the second sentence to make it
clear that the example focuses on a single benefit rider,
i.e., election of GMWB spousal life option when the Company
submits its next 485(b) filing to the SEC for this
prospectus.
COMMENT: 5c(i) ANNUAL FUND EXPENSES: CLARIFY USE OF THE FOOTNOTE THAT THE
FUND IS CLOSED TO NEW INVESTMENTS ON MAY 1, 2006.
RESPONSE: We have updated our annual fund expenses chart and footnotes
for May 1, 2007 updates.
COMMENT: 5c(ii) REVISE FORMAT OF TABLE, INCLUDING FOOTNOTE 15, IN ACCORDANCE
WITH INSTRUCTION 3F TO ITEM 3 OF FORM N-1A.
RESPONSE: We have updated the table to reflect "Acquired Fund Fees and
Expenses" column.
COMMENT: 5c(iii) FOOTNOTE 1 OF THE TABLE REFERS TO DIVIDEND EXPENSES FOR
SHORT SALES. A SEPARATE LINE ITEM IS NEEDED TO ACCOUNT FOR
DIVIDEND EXPENSES IN THE CHART.
RESPONSE: It is not applicable. There were no dividend expenses for
short sales.
COMMENT: 5c(iv) CONTRACTUAL WAIVERS MUST BE FOR 1 YEAR. REVISE FOOTNOTE #11,
BY REFERENCING APRIL 30, 2008.
RESPONSE: We now reference April 30, 2008.
COMMENT: 6. CONTRACT SUMMARY - CONFIRM ACCURACY OF DISCLOSURE UNDER
TERMINATION, PAGE 13, CONSIDERING RIDERS.
RESPONSE: We have modified the disclosure under termination, page 13,
considering riders.
COMMENT: 7. FINANCIAL STATEMENTS
REVISE THE DISCLOSURE TO COMPORT WITH THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT. CONFIRM ALL DATED INFORMATION IS
CURRENT THROUGHOUT THE REGISTRATION STATEMENT. E.G., FEE
TABLE, PAGE 2 OF THE SAI, AND EXPERTS INFORMATION ON PAGE 13
OF THE SAI.
RESPONSE: We have revised the disclosure accordingly, and confirm all
dated information is current.
COMMENT: 8. DOES THE FIRST PARAGRAPH IN THE GIA DISCLOSURE SECTION APPLY
TO THE MVA?
RESPONSE: The focus of the first paragraph in the GIA disclosure is to
make it clear that the GIA is not available if GMAB or GMWB
is elected. Inclusion of the GIA in the MVA account is
discussed in the MVA section of the prospectus.
9. DEDUCTIONS & CHARGES
COMMENT: DISCLOSE THE CURRENT M&E CHARGE, NOT JUST THE MAXIMUM.
RESPONSE: We have added such disclosure.
10. PURCHASE OF CONTRACTS
COMMENT: 10a. ADD DISCLOSURE THAT PREMIUM PAYMENTS MAY ALSO BE ALLOCATED
TO A STRATEGIC OR ASSET ALLOCATION PROGRAM AS WELL, IF
APPLICABLE.
RESPONSE: We have added disclosure accordingly.
COMMENT: 10b(i). PAGE 20, PHOENIX IBBOTSEN: PLEASE REPLACE THE SECOND
SENTENCE OF THE PARAGRAPH.
RESPONSE: We have modified the paragraph in order to reflect our
operational procedures.
COMMENT: 10b(ii). RECONCILE 3RD SENTENCE WITH THE LAST SENTENCE OF THE SAME
PARAGRAPH. THE LAST SENTENCE IS CONSISTENT WITH PRIOR
FILINGS.
RESPONSE: We have modified the paragraph in order to reflect our
operational procedures.
COMMENT: 10c. DOLLAR COST AVERAGING PROGRAM: CLARIFY WHETHER "VALUATION
DATE" SHOULD BE USED INSTEAD OF "BUSINESS DAY."
RESPONSE: We have corrected the term to reflect valuation date.
COMMENT: 10d. DEPENDING ON THE RESPONSE TO THE ABOVE COMMENT, THE 2ND TO
LAST PARAGRAPH BETWEEN INTEREST INVESTMENT PROGRAM, MAY NOT
APPLY.
RESPONSE: We have made the necessary change here as well.
COMMENT: 10e. INTEREST INVESTMENT PROGRAM - STYLISTIC: BE CONSISTENT WITH
"PREMIUM" VS "PAYMENT" VS. "PREMIUM PAYMENT".
RESPONSE: Use of terminology in this section is now consistent.
COMMENT: 10f. CLARIFY WHAT INVESTMENT OPTIONS ARE AVAILABLE FOR
WITHDRAWALS FROM THE SYSTEMATIC WITHDRAWAL PROGRAM,
INCLUDING WHETHER MVA APPLIES.
RESPONSE: All investment options are available under the Systematic
Withdrawal Program. The last sentence of the first paragraph
of the Systematic Withdrawal Program section of the
prospectus specifies that withdrawals from the MVA may be
subject to a market value adjustment. Whether a market value
adjustment applies depends on the calculated results of the
market value adjustment formula.
COMMENT: 11a. CLARIFY THE TERM "RIDER DATE" UNDER THE THIRD PARAGRAPH OF
GMAB UNDER THE OPTIONAL BENEFITS SECTION.
RESPONSE: The benefit is available if each owner and annuitant are
less than 81 years old on the date the rider is issued. We
will clarify that the term "Rider Date" refers to the date
the rider is issued when the Company submits its next 485(b)
filing to the SEC for this prospectus.
COMMENT: 11b. BENEFIT TERMINATION: LAST BULLET: CLARIFY THE LAST BULLET
POINT, TERMINATION OF CONTRACT. WHAT DOES THAT MEAN?
RESPONSE: We have clarified that termination refers to the contract to
which the rider is attached.
COMMENT: 11c. GUARANTEED ANNUITIZATION VALUE: IN THE FORMULA, CLARIFY IN
(II), WHETHER THAT SHOULD ACCOUNT FOR THE DEDUCTION OF ANY
TAXES. SHOULD (II) REFLECT THE DEDUCTION OF TAXES MADE?
RESPONSE: No.
COMMENT: 11d. IN THE DISCUSSION OF GMWB AND/OR SURRENDER CHARGES, DISCUSS
THE IMPACT OF SURRENDER CHARGES ON WITHDRAWALS PURSUANT TO
GMWB, I.E., DO SURRENDER CHARGES APPLY?
RESPONSE: No, surrender charges under such circumstances do not apply.
COMMENT: 12. SURRENDER OF CONTRACT AND WITHDRAWALS - CONTRACT
TERMINATION: SHOULD THE PROVISION BE REVISED IN LIGHT OF
RIDERS?
RESPONSE: We have modified the first sentence by deleting reference to
"...without value." Additionally, on the previous page under
"Contract Value Reduced to Zero", we have separated the
first sentence into two distinct sentences to help clarify
the issue.
COMMENT: 13. INTERNET, INTERACTIVE VOICE RESPONSE AND TELEPHONE TRANSFERS
DISCLOSURE DOESN'T ADDRESS INTERACTIVE VOICE RESPONSE
("IVR") TRANSFER OPTION. EITHER CHANGE THE HEADING, OR ADD
THE DISCLOSURE.
RESPONSE: We have added disclosure to address IVR.
COMMENT: 14. THE ANNUITY PERIOD
UNDER ANNUITY PAYMENT OPTIONS, CLARIFY AND DISCLOSE IF THERE
ARE ANY CHARGES IF YOU ARE TAKING WITHDRAWALS UNDER THE
CONTRACT, AND IF SO, DISCLOSE IN THE SUMMARY OF EXPENSES AND
UNDER DEDUCTIONS AND CHARGES.
RESPONSE: This section of the prospectus addresses the annuitization
period, not the accumulation period. During the
annuitization period, withdrawals do not apply.
COMMENT: 15. MAKE SURE FEDERAL INCOME TAX DISCLOSURE IS CURRENT.
RESPONSE: Federal income tax disclosure is now current.
COMMENT: 16. WHEREVER RIDERS APPEAR, INCLUDE NUMERIC EXAMPLES FOR EACH
DEATH BENEFIT OPTION AND ALL RIDERS, INCLUDING
CROSS-REFERENCES.
RESPONSE: To show expense examples for every rider may be confusing to
the reader, so we disclosed expense examples for GMWB
because those examples illustrate the maximum expense. In
the future, we may add a footnote to the Expense Example
chart stating that a personalized illustration for any other
applicable riders may be obtained from the Company.
SAI
COMMENT: 17. EACH STANDARDIZED PERFORMANCE TABLE SHOULD BE CALCULATED
WITH A 7% AND 3% SURRENDER CHARGE, RESPECTIVELY, FOR 1 AND 5
YEAR PERFORMANCE RESULTS. CLARIFY AS TO WHY THE COMPANY
USES 6% AND 2%, AS SHOWN IN THE FOOTNOTE FOR THE
STANDARDIZED PERFORMANCE TABLE, RATHER THAN 7% AND 3%?
RESPONSE: This comment was addressed in a Correspondence Filing with
the SEC dated April 26, 2007.
COMMENT: 18. IF APPLICABLE, DISCLOSE THE NAME AND PRINCIPLE ADDRESS OF
THE CUSTODIAN, AND SERVICE PROVIDERS, PURSUANT TO ITEM 18C.
RESPONSE: We have updated page 13 of the SAI to reflect the principle
address of PricewaterhouseCoopers.
COMMENT: 19. PROVIDE DISCLOSURE OF PAYMENTS TO UNAFFILIATED PARTIES,
PURSUANT TO ITEM 20D, IF APPLICABLE.
RESPONSE: Not applicable.
PART C
COMMENT: 20. CONFIRM ALL EXHIBITS, INCLUDING FORMS OF RIDERS AND
PARTICIPATION AGREEMENTS WITH AFFILIATED FUNDS.
RESPONSE: All such exhibits have been updated.
COMMENT: 21. RECONCILE DISCLOSURE UNDER ITEM 31, MANAGEMENT SERVICES, VS.
PAGE 2 UNDER "OTHER SERVICE PROVIDERS."
RESPONSE: We have reconciled the disclosures.
COMMENT: 22. FOR FUTURE REFERENCE, NOTE PROPER NARRATIVE FOR SIGNATURE
PAGE FOR A FILINGS VS. B FILINGS (P. S-1)
RESPONSE: Noted.
COMMENT: 23. PROVIDE TANDY REPRESENTATIONS.
RESPONSE: Tandy representations are provided.
The Registrant acknowledges that:
o the Registrant is responsible for the adequacy and accuracy of the
disclosure in its filings;
o 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 filing;
o 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;
o 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;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
o the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Should you have any questions regarding this filing, please contact the
undersigned at (860) 403-5759.
Sincerely,
/s/ Peter Scavongelli, Esq.
Peter Scavongelli
Vice President, Life & Annuity SEC/State Compliance
Phoenix Life Insurance Company