SEC Company Response from SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO (CIK 0000935823) — Dec 14, 2004
SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO (CIK 0000935823)
Date: Dec. 14, 2004 · CIK: 0000935823 · Accession: 0000892569-04-000957
AI Filing Summary & Sentiment
File numbers found in text: 333-53040, 333-60833, 333-93059, 811-05980, 811-08946
Letter
Office of Insurance Products Division of Investment Management Pacific Value (File No. 333-60833) Pacific Innovations Select & Innovations (File No. 333-93059) Pacific Odyssey (File No. 333-53040) Pacific One Select & Pacific One (File No. 033-88458)
Dear Ms. Ta:
On behalf of Pacific Life Insurance Company (“Pacific Life”), Pacific Select Variable Annuity Separate Account of Pacific Life (File No. 811-05980) and Separate Account A of Pacific Life (File No. 811-08946) (hereinafter collectively referred to as “Registrants”), set forth below are responses to comments received from you during our telephone conversation on November 29, 2004, in connection with the amendments to the Registration Statements for the above referenced variable annuities on Form N-4 of the Registrants with respect to the supplements for the GIA Plus, Income Access Plus and SDBR Riders, filed with the SEC on October 15, 2004. The responses apply to comments received for each variable annuity collectively, except as noted below.
1. Staff Comment: AN OVERVIEW OF...Section. Disclose in an additional sentence, in plain English, the benefits offered by the GIA Plus, Income Access Plus, and SDBR Riders.
Response: We have added the following disclosure to each of the aforementioned Riders:
GIA Plus
“The optional GIA Plus Rider offers a minimum fixed income payout, plus the ability to lock in market gains and withdraw money each year.”
Ms. Thu Ta
December 14, 2004
Page 2
Income Access Plus
“The optional Income Access Plus Rider lets you withdraw up to 5% of your investments per year, lock in market gains, and provides a credit which increases your protected amount.”
SDBR (Pacific Portfolios & Pacific Portfolios for Bank One)
“The SDBR offers you the ability to lock in market gains for your beneficiaries with a stepped-up death benefit, which is the highest Contract Value on any previous Contract Anniversary (prior to the Annuitant’s 81st birthday) adjusted for additional Purchase Payments and Withdrawals.”
2. Staff Comment: AN OVERVIEW OF... Section. Provide disclosure regarding the definition of the “Protected Payment Base”, “Remaining Protected Balance”, “Income Access Credit”, “Reset”, and “Reset Date” or provide a cross reference where the definition can be found in the supplement.
Response: We have revised the disclosure to include cross references where the definitions of Protected Payment Base, Remaining Protected Balance, Income Access Credit, Reset and Reset Date can be located in the supplement.
3. Staff Comment: AN OVERVIEW OF... Section (Pacific Select Variable Annuity). Confirm supplementally that the Part C: Other Information section of Form N-4 was inserted in error.
Response: We hereby confirm that the above referenced section was inserted in error. The inserted Part C: Other Information section will not be included in the final supplement delivered to current and prospective contract holders.
4. Staff Comment: GIA Plus Footnote to Fee Table and CHARGES, FEES AND DEDUCTIONS sections. Remove the Rider termination and prorated fee calculation disclosure from the Footnote and provide disclosure in the CHARGES, FEES AND DEDUCTIONS section regarding the definition of the “Guaranteed Income Base” or provide a cross reference where the definition can be found in the supplement.
Response: We have removed the disclosure regarding the Rider Charge upon termination from the Footnote. We have added disclosure to the CHARGES, FEES AND DEDUCTIONS section that provides a cross reference where the definition of Guaranteed Income Base can be found in the supplement.
5. Staff Comment: CHARGES, FEES AND DEDUCTIONS – Guaranteed Income Advantage Plus (GIA Plus) Annual Charge (Optional Rider). Clarify what the full annual charge will be based on when the Rider terminates. Will it be based only on the Contract Value or the greater of the Guaranteed Income Base or the Contract Value?
Response: We have revised the third paragraph of the section to read as follows:
“If the GIA Plus Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value. The full annual charge will be based on the greater of the Guaranteed Income Base or the Contract Value on that Contract Anniversary. If the GIA Plus Rider is terminated on a day other than a Contract Anniversary, we will prorate the annual Charge to the date of termination. The prorated Charge amount will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. The prorated
Ms. Thu Ta
December 14, 2004
Page 3
Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the GIA Plus Rider terminates. We will waive the annual charge if the GIA Plus Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.”
6. Staff Comment: Periodic Expenses Section (Pacific Portfolios and Pacific Portfolios for Bank One). In addition to the Footnotes for the new Riders, add all of the Footnotes referenced in the Periodic Expenses table to the supplement.
Response: We have added the remaining Footnotes referenced in the supplement that includes Footnotes 5 through 13 for Pacific Portfolios and Footnotes 5 through 10 for Pacific Portfolios for Bank One.
7. Staff Comment: Purchasing the Income Access Plus Rider (Optional). Provide disclosure regarding the definition of the “Remaining Protected Balance” or provide a cross reference where the definition can be found in the supplement.
Response: In response to Comment number 2 above, we added a cross reference where the definition of Remaining Protected Balance can be found in the supplement. The section referenced in Comment number 2 precedes this section in the supplement and therefore no cross-reference will be included in this section.
8. Staff Comment: RETIREMENT BENEFITS AND OTHER PAYOUTS – Amount of the Death Benefit: Death of Annuitant (Pacific Portfolios and Pacific Portfolios for Bank One). Provide disclosure regarding the definition of “Death Benefit Amount” or provide a cross reference where the definition can be found in the supplement.
Response: We have revised the disclosure to include a cross reference where the definition of Death Benefit Amount can be found in the supplement.
9. Staff Comment: RETIREMENT BENEFITS AND OTHER PAYOUTS – First paragraph in the Amount of the Death Benefit: Death of Annuitant subsection (Pacific Portfolios and Pacific Portfolios for Bank One). Disclose and clarify what the death benefit proceeds will be when the sole surviving Annuitant, or the first Owner who is also an Annuitant dies prior to the Annuity Date.
Response: We have revised the disclosure in the first paragraph referenced above to read as follows:
“For Contract issued before February 1, 2005, if the sole surviving Annuitant, or the first Owner who is also an Annuitant dies prior to the Annuity Date, the death benefit proceeds will be the greater of:
•
The Death Benefit Amount as of the Notice Date, described in the Death Benefit Amount subsection below, or if applicable,
•
The “Guaranteed Minimum Death Benefit Amount” as of the Notice Date, described in the Death Benefit Amount subsection below.”
10. Staff Comment: OTHER OPTIONAL RIDERS — Guaranteed Income Advantage Plus (GIA Plus) Rider section. Move the “Annuity Payments” paragraph so that it is immediately after the first paragraph of the section.
Ms. Thu Ta
December 14, 2004
Page 4
Response: We have moved the Annuity Payments paragraph so that it is immediately after the first paragraph of the Guaranteed Income Advantage Plus (GIA Plus) Rider section.
11. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus) Rider section. Move the description of the GIA Plus Step-Up Value to precede the discussion of the Guaranteed Income Base.
Response: We respectfully submit that the GIA Plus Step-Up Value description is in the appropriate place and we have not moved it.
12. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus) Rider section. Clarify how the GIA Plus Annuity Option can require the entire amount available for annuitization to be annuitized and, on the other hand, allow for Partial Conversion of the Net Contract Value for Annuity Payments under any one of the Annuity Options under the Contract. Define “Net Contract Value.”
Response: We have revised the second sentence in the first paragraph of the Rider section and have revised the “Partial Conversion of Net Contract Value for Annuity Payments” to read respectfully, as follows”
“If you choose the GIA Plus Annuity Option, you must choose fixed annuity payments and the entire amount available for annuitization at the time you convert to the GIA Plus Annuity Option must be annuitized.”
“If a portion of the Net Contract Value (Contract Value less Contract Debt) is converted to provide payments under an Annuity Option described in the Contract at anytime before you annuitize under the GIA Plus Annuity Option, the amount converted will be considered a “Withdrawal” for purposes of determining withdrawal adjustments to the Guaranteed Income Base and GIA Step-Up Value. A withdrawal charge may also apply.”
13. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus) Rider section, second and third paragraphs. Disclose how the withdrawal charge works when the GIA Plus Annuity Option is selected.
Response: We have added Withdrawal Charge section from the applicable prospectuses corresponding to each supplement (excluding Pacific Odyssey, Pacific One Select, and Pacific One which do not have withdrawal charges) and amended disclosure, where applicable, to clarify that no withdrawal charge is imposed on amounts converted under certain annuity options offered under the Contract.
14. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus) Rider section. Clarify that the GIA Plus Step-Up Value will not increase on a Contract Anniversary after the youngest Annuitant’s 81st birthday.
Response: We have revised the disclosure in the last paragraph of the GIA Plus Step-Up Value section to read as follows:
“ The GIA Plus Step-Up Value on each Contract Anniversary on and after the youngest Annuitant’s 81st birthday is equal to the GIA Plus Step-Up Value immediately prior to the Contract Anniversary preceding that 81st birthday, adjusted for any purchase payments and withdrawals since that anniversary.”
Ms. Thu Ta
December 14, 2004
Page 5
15. Staff Comment: OTHER OPTIONAL RIDERS – Income Access Plus section. Disclose that the Protected Payment Amount is the maximum amount that can be withdrawn each Contract Year that the Rider is in effect without reducing the Protected Payment Base.
Response: We have revised the disclosure in the first sentence of the Protected Payment Amount section to read as follows:
“ The maximum amount that can be withdrawn each Contract Year under this Rider without reducing the Protected Payment Base.”
16. Staff Comment: We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the Staff to be certain that they have provided all information investors require for an informed decision. Since the Registrant and its management are in possession of all facts relating to the Registrant’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Registrant requests acceleration of the effective date of the pending post-effective registration statements, it should furnish a letter, at the time of such request, acknowledging 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; 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 the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Response: We will request acceleration of the post effective registration statements referenced above and the Registrants will include the acknowledgement requested in your comment.
17. Additional Information: We have also included the revised Portfolio Optimization disclosure in each prospectus pursuant to our discussions with the Staff regarding Pacific Life’s asset allocation service.
I believe that the foregoing is responsive to the SEC Staff’s comments. If you have any questions, please call me at (949) 219-3743.
Sincerely,
/s/ Diane N. Ledger
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CORRESP
1
a02096c5corresp.htm
CORRESPONDENCE
PACIFIC ODYSSEY
DIANE N. LEDGER
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
Phone: 949-219-3743
Fax: 949-219-6952
December 14, 2004
Thu Ta, Esq.
Attorney
Office of Insurance Products
Division of Investment Management
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0506
Re:
Response to Comments regarding the Guaranteed Income Annuity Plus (“GIA Plus”)
Rider, Income Access Plus Rider, and the Stepped-Up Death Benefit Rider (“SDBR”),
where applicable, for the following variable annuities offered by Pacific Life Insurance
Company:
Pacific Select Variable Annuity (File No. 033-32704)
Pacific Portfolios & Portfolios for Bank One (File No. 033-88460)
Pacific Value (File No. 333-60833)
Pacific Innovations Select & Innovations (File No. 333-93059)
Pacific Odyssey (File No. 333-53040)
Pacific One Select & Pacific One (File No. 033-88458)
Dear Ms. Ta:
On behalf of Pacific Life Insurance Company (“Pacific Life”), Pacific Select Variable Annuity
Separate Account of Pacific Life (File No. 811-05980) and Separate Account A of Pacific Life (File
No. 811-08946) (hereinafter collectively referred to as “Registrants”), set forth below are
responses to comments received from you during our telephone conversation on November 29, 2004, in
connection with the amendments to the Registration Statements for the above referenced variable
annuities on Form N-4 of the Registrants with respect to the supplements for the GIA Plus, Income
Access Plus and SDBR Riders, filed with the SEC on October 15, 2004. The responses apply to
comments received for each variable annuity collectively, except as noted below.
1. Staff Comment: AN OVERVIEW OF...Section. Disclose in an additional sentence, in plain
English, the benefits offered by the GIA Plus, Income Access Plus, and SDBR Riders.
Response: We have added the following disclosure to each of the aforementioned Riders:
GIA Plus
“The optional GIA Plus Rider offers a minimum fixed income payout, plus the ability to lock
in market gains and withdraw money each year.”
Ms. Thu Ta
December 14, 2004
Page 2
Income Access Plus
“The optional Income Access Plus Rider lets you withdraw up to 5% of your investments per
year, lock in market gains, and provides a credit which increases your protected amount.”
SDBR (Pacific Portfolios & Pacific Portfolios for Bank One)
“The SDBR offers you the ability to lock in market gains for your beneficiaries with a
stepped-up death benefit, which is the highest Contract Value on any previous Contract
Anniversary (prior to the Annuitant’s 81st birthday) adjusted for additional
Purchase Payments and Withdrawals.”
2. Staff Comment: AN OVERVIEW OF... Section. Provide disclosure regarding the definition of
the “Protected Payment Base”, “Remaining Protected Balance”, “Income Access Credit”, “Reset”, and
“Reset Date” or provide a cross reference where the definition can be found in the supplement.
Response: We have revised the disclosure to include cross references where the definitions
of Protected Payment Base, Remaining Protected Balance, Income Access Credit, Reset and Reset Date
can be located in the supplement.
3. Staff Comment: AN OVERVIEW OF... Section (Pacific Select Variable Annuity). Confirm
supplementally that the Part C: Other Information section of Form N-4 was inserted in error.
Response: We hereby confirm that the above referenced section was inserted in error. The
inserted Part C: Other Information section will not be included in the final supplement delivered
to current and prospective contract holders.
4. Staff Comment: GIA Plus Footnote to Fee Table and CHARGES, FEES AND DEDUCTIONS sections.
Remove the Rider termination and prorated fee calculation disclosure from the Footnote and provide
disclosure in the CHARGES, FEES AND DEDUCTIONS section regarding the definition of the “Guaranteed
Income Base” or provide a cross reference where the definition can be found in the supplement.
Response: We have removed the disclosure regarding the Rider Charge upon termination from
the Footnote. We have added disclosure to the CHARGES, FEES AND DEDUCTIONS section that provides a
cross reference where the definition of Guaranteed Income Base can be found in the supplement.
5. Staff Comment: CHARGES, FEES AND DEDUCTIONS – Guaranteed Income Advantage Plus (GIA
Plus) Annual Charge (Optional Rider). Clarify what the full annual charge will be based on when the
Rider terminates. Will it be based only on the Contract Value or the greater of the Guaranteed
Income Base or the Contract Value?
Response: We have revised the third paragraph of the section to read as follows:
“If the GIA Plus Rider is terminated on a Contract Anniversary, the full annual Charge will
be deducted from the Contract Value. The full annual charge will be based on the greater of
the Guaranteed Income Base or the Contract Value on that Contract Anniversary. If the GIA
Plus Rider is terminated on a day other than a Contract Anniversary, we will prorate the
annual Charge to the date of termination. The prorated Charge amount will be based on the
greater of the Guaranteed Income Base or the Contract Value as of the day the Rider
terminates. The prorated
Ms. Thu Ta
December 14, 2004
Page 3
Charge will be deducted from the Contract Value on the earlier of the day the Contract
terminates or the Contract Anniversary immediately following the day the GIA Plus Rider
terminates. We will waive the annual charge if the GIA Plus Rider terminates as a result of
death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.”
6. Staff Comment: Periodic Expenses Section (Pacific Portfolios and Pacific Portfolios for
Bank One). In addition to the Footnotes for the new Riders, add all of the Footnotes referenced in
the Periodic Expenses table to the supplement.
Response: We have added the remaining Footnotes referenced in the supplement that includes
Footnotes 5 through 13 for Pacific Portfolios and Footnotes 5 through 10 for Pacific Portfolios for
Bank One.
7. Staff Comment: Purchasing the Income Access Plus Rider (Optional). Provide disclosure
regarding the definition of the “Remaining Protected Balance” or provide a cross reference where
the definition can be found in the supplement.
Response: In response to Comment number 2 above, we added a cross reference where the
definition of Remaining Protected Balance can be found in the supplement. The section referenced
in Comment number 2 precedes this section in the supplement and therefore no cross-reference will
be included in this section.
8. Staff Comment: RETIREMENT BENEFITS AND OTHER PAYOUTS – Amount of the Death Benefit:
Death of Annuitant (Pacific Portfolios and Pacific Portfolios for Bank One). Provide disclosure
regarding the definition of “Death Benefit Amount” or provide a cross reference where the
definition can be found in the supplement.
Response: We have revised the disclosure to include a cross reference where the definition
of Death Benefit Amount can be found in the supplement.
9. Staff Comment: RETIREMENT BENEFITS AND OTHER PAYOUTS – First paragraph in the Amount of
the Death Benefit: Death of Annuitant subsection (Pacific Portfolios and Pacific Portfolios for
Bank One). Disclose and clarify what the death benefit proceeds will be when the sole surviving
Annuitant, or the first Owner who is also an Annuitant dies prior to the Annuity Date.
Response: We have revised the disclosure in the first paragraph referenced above to read as
follows:
“For Contract issued before February 1, 2005, if the sole surviving Annuitant, or the first
Owner who is also an Annuitant dies prior to the Annuity Date, the death benefit proceeds
will be the greater of:
•
The Death Benefit Amount as of the Notice Date, described in the Death Benefit
Amount subsection below, or if applicable,
•
The “Guaranteed Minimum Death Benefit Amount” as of the Notice Date, described
in the Death Benefit Amount subsection below.”
10. Staff Comment: OTHER OPTIONAL RIDERS — Guaranteed Income Advantage Plus (GIA Plus)
Rider section. Move the “Annuity Payments” paragraph so that it is immediately after the first
paragraph of the section.
Ms. Thu Ta
December 14, 2004
Page 4
Response: We have moved the Annuity Payments paragraph so that it is immediately after the first
paragraph of the Guaranteed Income Advantage Plus (GIA Plus) Rider section.
11. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus)
Rider section. Move the description of the GIA Plus Step-Up Value to precede the discussion of the
Guaranteed Income Base.
Response: We respectfully submit that the GIA Plus Step-Up Value description is in the appropriate
place and we have not moved it.
12. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus)
Rider section. Clarify how the GIA Plus Annuity Option can require the entire amount available for
annuitization to be annuitized and, on the other hand, allow for Partial Conversion of the Net
Contract Value for Annuity Payments under any one of the Annuity Options under the Contract. Define
“Net Contract Value.”
Response: We have revised the second sentence in the first paragraph of the Rider section and have
revised the “Partial Conversion of Net Contract Value for Annuity Payments” to read respectfully,
as follows”
“If you choose the GIA Plus Annuity Option, you must choose fixed annuity payments and the
entire amount available for annuitization at the time you convert to the GIA Plus Annuity
Option must be annuitized.”
“If a portion of the Net Contract Value (Contract Value less Contract Debt) is converted to
provide payments under an Annuity Option described in the Contract at anytime before you
annuitize under the GIA Plus Annuity Option, the amount converted will be considered a
“Withdrawal” for purposes of determining withdrawal adjustments to the Guaranteed Income
Base and GIA Step-Up Value. A withdrawal charge may also apply.”
13. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus)
Rider section, second and third paragraphs. Disclose how the withdrawal charge works when the GIA
Plus Annuity Option is selected.
Response: We have added Withdrawal Charge section from the applicable prospectuses
corresponding to each supplement (excluding Pacific Odyssey, Pacific One Select, and Pacific One
which do not have withdrawal charges) and amended disclosure, where
applicable, to clarify that no withdrawal charge is
imposed on amounts converted under certain annuity options offered under the Contract.
14. Staff Comment: OTHER OPTIONAL RIDERS – Guaranteed Income Advantage Plus (GIA Plus)
Rider section. Clarify that the GIA Plus Step-Up Value will not increase on a Contract Anniversary
after the youngest Annuitant’s 81st birthday.
Response: We have revised the disclosure in the last paragraph of the GIA Plus Step-Up Value
section to read as follows:
“ The GIA Plus Step-Up Value on each Contract Anniversary on and after the youngest
Annuitant’s 81st birthday is equal to the GIA Plus Step-Up Value immediately
prior to the Contract Anniversary preceding that 81st birthday, adjusted for any
purchase payments and withdrawals since that anniversary.”
Ms. Thu Ta
December 14, 2004
Page 5
15. Staff Comment: OTHER OPTIONAL RIDERS – Income Access Plus section. Disclose that the
Protected Payment Amount is the maximum amount that can be withdrawn each Contract Year that the
Rider is in effect without reducing the Protected Payment Base.
Response: We have revised the disclosure in the first sentence of the Protected Payment Amount
section to read as follows:
“ The maximum amount that can be withdrawn each Contract Year under this Rider without
reducing the Protected Payment Base.”
16. Staff Comment: We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the Staff to be certain that they have provided all
information investors require for an informed decision. Since the Registrant and its management
are in possession of all facts relating to the Registrant’s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Registrant requests acceleration of the effective
date of the pending post-effective registration statements, it should furnish a letter, at the time
of such request, acknowledging 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; 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 the
Registrant may not assert this action as defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.
Response: We will request acceleration of the post effective registration statements referenced
above and the Registrants will include the acknowledgement requested
in your comment.
17. Additional
Information: We have also included the revised Portfolio
Optimization disclosure in each prospectus pursuant to our
discussions with the Staff regarding Pacific Life’s asset
allocation service.
I believe that the foregoing is responsive to the SEC Staff’s comments. If you have any questions,
please call me at (949) 219-3743.
Sincerely,
/s/ Diane N. Ledger
Diane N. Ledger
c:
Robin Yonis, Pacific Life
Brandon Cage, Pacific Life
Jeffrey Puretz, Dechert