October 01, 2019
Britney Schnathorst, Counsel
Principal
711 High Street
Des Moines, IA 50392
RE: Principal National Life Insurance Company ("Principal" or "Company")
Variable Life Separate Account ("Registrant");
Principal Variable Universal Life Income IV ("Policy");
File Nos.: 811-22589 / 333-233170
Dear Ms. Schnathorst:
On August 2, 2019, Principal filed on behalf of Registrant an initial
registration statement
on Form N-6 under the Securities Act of 1933 ("1933 Act") and the Investment
Company Act of
1940 ("1940 Act") to register securities in connection with a variable
universal life insurance
policy, Principal Variable Universal Life Income IV. We have reviewed the
filing and have the
following comments. 1
General
1. Please confirm that any missing information, including the financial
statements and all
appendices, exhibits, etc. that may not have been included will be filed in a
pre-effective
amendment to the registration statement. We may have further comments when you
supply the
omitted information.
2. Comments provided on disclosure in one section are applicable to similar
disclosure
appearing elsewhere in the prospectus.
3. Please clarify supplementally whether there are any types of guarantees or
support
agreements with third parties to support any policy features or benefits, or
whether the Company
will be solely responsible for any benefits or features associated with the
Policies.
1
Capitalized terms have the same meaning as in the registration statement
unless otherwise indicated and page
numbers refer to the pages of the courtesy copy you transmitted to me via
e-mail on August 23, 2019, which you
indicated was redlined against the Principal VULI III policy (333-175768),
effective December 13, 2011.
Ms. Britney Schnathorst, Esq.
October 1, 2019
Page 2 of 3
Summary: Benefits and Risks (page 6)
4. Please consider briefly describing each policy rider in the Policy Summary,
including any
charges for the rider. At a minimum, identify each rider by name and disclose
whether a rider is
available only at policy issue or thereafter as well.
5. In the paragraph captioned, "Policy Termination (Lapse)," please explain in
plain English
what triggers the grace period, how long the grace period lasts and more
clearly describe what
terminates the life insurance coverage.
6. In the "Risks of Underlying Mutual Funds" paragraph, please add disclosure
regarding how
the Underlying Mutual Funds are chosen by the Company. Please also disclose any
relevant
conflicts of interest related to the Underlying Mutual Funds. Also, please
include a highlighted
statement regarding how to obtain a prospectus containing more complete
information for each
of the Underlying Mutual Funds.
7. As to the Fund of Funds risk, please confirm supplementally to the staff
that all material
underlying fund risks are disclosed.
Summary: Fee Tables (page 17)
8. In clarifying the disclosure in the footnote regarding the Current Charge
for a Representative
Insured, note the following: If a fee is based on personal characteristics
(such as age or ratings
classification), the minimum and maximum charges that may be imposed for a
Contract, and the
charges that may be paid by a representative Contractowner should be disclosed.
Item 3, instr.
3(b). A footnote should disclose: That the cost of insurance or other charge
varies based on
individual characteristics; That the cost of insurance charge or other charge
shown in the table
may not be representative of the charge that a particular Contractowner will
pay; and how the
Contractowner may obtain more information about the particular cost of
insurance or other
charges that would apply to him or her. Representative insured should be the
age or classification
with the greatest number (or expected) of outstanding contracts. Item 3, instr.
3(b)(i).
Glossary (page 18)
9. The term Dollar Cost Averaging is defined but the program is referenced in
prospectus
disclosure only with reference to "DCA" (eg., Fixed DCA Account, DCA Duration).
To avoid
confusion, consider including the parenthetical DCA abbreviation immediately
after the
definition of the program.
General Description of the Policy: The Contract (page 28)
10. Please modify the second paragraph to disclose that all material state
variations in the Policy
have been described in the prospectus and consider adding an introductory
paragraph in order to
clarify this. Furthermore, if applicable, please indicate where the disclosure
discussing state
variations may be found in the prospectus.
Ms. Britney Schnathorst, Esq.
October 1, 2019
Page 3 of 3
Examination Offer (Free-Look Provision) (page 49)
11. Please disclose all state variations to the free look right in the
prospectus, rather than
referring the policy holder to his/her Policy.
Additional Information and Exhibits (page 122)
12. Exhibits 99.(D12) and (D13), the Aviation Exclusion Rider and the Hazardous
Sports
Exclusion Rider, respectively, were filed on EDGAR; however, prospectus
disclosure does not
discuss these riders. Please add appropriate disclosure or explain
supplementally why doing so
is not appropriate.
******************
Responses to this letter should be made in a letter addressed to me
and filed on EDGAR
in the form of a pre-effective amendment filed pursuant to Rule 472 under the
Securities Act.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
the letter to me and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus.
Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Company and its underwriter must request acceleration of the
effective date of the
registration statement.
In closing, we remind you that the Company is responsible for the
accuracy and adequacy
of its disclosure in the registration statement, notwithstanding any review,
comments, action, or
absence of action by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at (202) 551-6763 and scottpa@sec.gov.
Sincerely,
/s/ Patrick F.
Scott
Patrick F. Scott
Senior Counsel
cc: William J. Kotapish, Assistant Director
Sumeera Younis, Branch Chief
Disclosure Review and Accounting Office