June 18, 2020
VIA E-MAIL
Bradford Rodgers, Esq.
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Re: Protective Variable Annuity Separate Account
Protective Life Insurance Company ( PLIC )
Initial Registration Statement on Form N-4
File Nos. 333-237747 and 811-8108
Variable Annuity Account A of Protective Life
Protective Life and Annuity Insurance Company (
PLIAC )
Initial Registration Statement on Form N-4
File Nos. 333-238855 and 811-8537
Dear Mr. Rodgers:
On April 20, 2020 and June 1, 2020, you filed the
above-referenced initial registration
statements on Form N-4 on behalf of Protective Life Insurance
Company and Protective Life and
Annuity Insurance Company (together, the Companies ),
respectively, and their separate
accounts. Based on our review, we have the following comments on
both registration statements
unless otherwise indicated. Where a comment is made with regard
to the disclosure in one
location, it is applicable to all similar disclosure appearing
elsewhere in the registration
statements.1
General
1. Please confirm that all missing information, including
all exhibits, will be filed in a pre-
effective amendment to each registration statement. We
may have further comments
when you supply the omitted information.
1
Capitalized terms have the same meaning as in the registration
statements unless otherwise indicated. Section
headings refer to the registration statement for Protective
Variable Annuity Separate Account (File No. 333-
237747).
Bradford Rodgers, Esq.
June 18, 2020
Page 2 of 14
2. Please clarify supplementally whether there are any types of
guarantees or support
agreements with third parties to support any contract features or
benefits, or whether the
Companies will be solely responsible for any benefits or features
associated with the
Contract.
3. To facilitate investor review, please add page numbering to the
prospectuses and
statements of additional information.
4. (PLIC Only) Please update the contract name on the front cover page
of the prospectus as
well as the EDGAR class identifier to reflect the new product name.
Rate Sheet Prospectus Supplement
5. Please clarify the second sentence of the third paragraph, and
clearly explain when the
supplement is no longer effective (e.g., ten calendar days following
its date, when
superseded by a subsequent supplement, etc.). Please also state the
minimum initial
Purchase Payment amount and time frame for receipt rather than
referring the applicant
to the prospectus, and also provide this information for Contracts
purchased through the
replacement of an existing annuity contract.
Cover Page
6. (PLIC Only) Please update the date of the prospectus.
7. The fourth sentence of the first paragraph states that the Contract
is only available
through Financial Intermediaries that may charge an Advisory Fee
(emphasis added).
Please revise the disclosure to state that such intermediaries will
charge an Advisory Fee,
or explain the circumstances under which an intermediary may not do
so. Please also
state that if the Owner elects to pay the Advisory Fee from his or
her Contract Value,
then this deduction may reduce the death benefits and may be subject
to federal and state
income taxes and a 10% federal penalty tax.
8. As indicated elsewhere in the prospectus, an Owner cannot make any
additional Purchase
Payments under the Contract once the Owner begins taking withdrawals
under the
SecurePay rider, or beginning two years after the date the rider is
issued, whichever comes
first. Please state this in the second paragraph when discussing the
SecurePay rider, and
briefly disclose the potential consequences of this restriction
(e.g., it limits the ability to
increase Contract Value, the death benefits (particularly the Return
of Purchase Payments
Death Benefit), and the values under the SecurePay rider).
9. In the first sentence of the second paragraph following the list of
Funds, please replace
basic information with a description of all material
features.
Definitions
10. Please define Benefit Period, which is a term used throughout
the prospectus.
Bradford Rodgers, Esq.
June 18, 2020
Page 3 of 14
Fees and Expenses
11. To avoid investor confusion, please remove the disclosure in the
narrative preceding the
Owner Transaction Expenses table stating that state premium taxes
may also be deducted,
as the table includes a line item for premium taxes.
12. In that same paragraph, please state that the fees and expenses do
not reflect any
Advisory Fees paid to Financial Intermediaries from Contract Value
or other assets of the
Owner, and that if such charges were reflected, the fees and
expenses would be higher.
13. In the Example of Charges, rather than stating that the examples
assume an investment
return of 5% net of advisory fees being paid, please more
clearly state that the examples
do not reflect any Advisory Fees paid to Financial Intermediaries
from Contract Value or
other assets of the Owner, and that if such fees were reflected,
costs would be higher.
14. The Contract does not impose surrender charges. Accordingly, please
revise the caption
for the first set of each example stating [i]f you surrender the
Contract at the end of the
applicable time period to include surrender, no surrender, and
annuitization. Along those
same lines, please remove the second set of each example stating
[i]f you annuitize(*) or
remain invested in the Contract at the end of the applicable time
period. See Instructions
21(h) and (i) to Item 3(a) of Form N-4.
15. (PLAIC Only) Please combine the two footnotes following the Example
of Charges in
accordance with plain English principles.
Summary What is the SecurePay Rider?
16. Please add disclosure to this section to alert potential investors
to the contingent nature of the
benefits under this rider (i.e., that: (i) withdrawals while the
Contract Value is greater than zero
are withdrawals of the investor s own money; (ii) the Company is
only required to start using its
own money to make lifetime income payments to the Owner when and if
the Owner s Contract
Value is reduced to zero (other than due to an Excess Withdrawal);
and (iii) the investor may
never receive lifetime income payments from the Company s money).
Please provide
corresponding disclosure in the introduction to the SecurePay Rider
section of the prospectus.
17. The second paragraph states that annual aggregate withdrawals on or
after the Benefit
Election Date that exceed the Annual Withdrawal Amount (AWA) will
result in a
reduction of rider benefits, and may even significantly reduce or
eliminate the value of
such benefits, because we will reduce the Benefit Base and
corresponding AWA. Please
also state that any withdrawals made on or after the Rider Issue
Date but prior to the
Benefit Election Date including automatic withdrawals will
similarly result in a
reduction in the Benefit Base and corresponding AWA, and may even
significantly reduce
or eliminate the value of such benefits.
Please provide corresponding disclosure elsewhere in the prospectus
when discussing
Excess Withdrawals (e.g., when discussing Important
Considerations as to when one
Bradford Rodgers, Esq.
June 18, 2020
Page 4 of 14
should not purchase the rider in the introduction to the SecurePay
Rider section of the
prospectus; in Important Considerations under Beginning Your
SecurePay
Withdrawals in the SecurePay Rider section of the prospectus;
etc.). Alternatively, to
enhance investor understanding, please consider characterizing
withdrawals made on or
after the Rider Issue Date but prior to the Benefit Election Date
including automatic
withdrawals as Excess Withdrawals.
18. When stating that all withdrawals reduce the Contract Value and
death benefit, please
also disclose that withdrawals may be subject to federal and state
income taxes, as well as
a 10% federal tax penalty if made prior to age 59 .
Summary Can Advisory Fees be Paid from the Contract Value?
19. As indicated elsewhere in the prospectus, the Contract is only
available for purchase
through Financial Intermediaries who charge Advisory Fees.
Accordingly, please revise
the first sentence of this paragraph, which states if the
Owner has purchased the
Contract through a Financial Intermediary who charges an Advisory
Fee, to be clear that
the Contract is only available for purchase through Financial
Intermediaries who charge
such fees.
20. Please: (a) clearly disclose that if Advisory Fees are deducted from
Contract Value, the
payment of such fees could be considered a withdrawal for tax
purposes; (b) explain the
consequences of treating Advisory Fees as withdrawals (e.g., the
Advisory Fee could be
subject to federal and state income taxes and a possible 10% federal
penalty tax if
withdrawn before age 59 ); and (c) remove the statement that the
deduction of the
Advisory Fee will not reduce the value of any optional benefit, and
clarify that because
such deduction will reduce the Contract Value, the death benefits
under the Contract may
also be reduced, perhaps significantly, and such deduction may also
limit the potential for
increases in SecurePay rider values.
The Company, Variable Account and Funds Protective Life Insurance
Company
21. The prospectus states that any amounts that the Company may pay from
its general
account (such as amounts allocated to the Fixed Account and the DCA
Accounts and any
guarantees that exceed Contract Value (i.e., enhanced death benefits
and the SecurePay
rider)) are subject to the Company s financial strength and
claims-paying ability. Given
the significant market events that have occurred as a result of the
COVID-19 pandemic,
please consider whether this disclosure should be revised based on
how these events could
affect each Company s financial strength and claims-paying
ability, including the ability
to timely process claims. We note that this would be in addition to
the disclosure towards
the back of the prospectus stating that the pandemic could interrupt
the Company s
business operations. If the Company believes that no additional
disclosure is warranted,
please explain supplementally why not.
Bradford Rodgers, Esq.
June 18, 2020
Page 5 of 14
The Company, Variable Account and Funds Protective Variable Annuity
Separate Account
22. Please move the third paragraph, which briefly discusses the
SecurePay rider investment
restrictions, to the section of the prospectus that describes the
Funds (captioned The
Company, Variable Account and Funds The Funds ). Please
clarify in the disclosure
that the options for allocating Purchase Payments and Contract Value
will be restricted
under the SecurePay rider to minimize the risk that the Company will
be required to make
lifetime payments under the rider from its general account.
The Company, Variable Account and Funds The Funds
23. When describing the Company s criteria for selecting underlying
funds, please disclose
whether the Company considers any affiliations or other special
relationships with any
underlying funds (e.g., the Company s role in co-developing an
asset allocation program
for the Clayton Street Trust funds offered under the Contract; the
relationship between the
Company s indirect parent, The Dai-ichi Life Insurance Company,
Limited, and Janus
Henderson Group plc, the indirect parent to the Clayton Street Trust
funds investment
adviser). Please also disclose any conflicts of interests that may
arise as a result of such
relationships when selecting funds to be offered as investment
options under the Contract.
Description of the Contract Parties to the Contract - Owner
24. In the last paragraph, please clarify that for one year after any
change of ownership the
death benefit will equal the Contract Value regardless of whether
the Return of Purchase
Payments Death Benefit has been selected.
Description of the Contract Purchase Payments
25. The disclosure states that the Company reserves the right to limit
Purchase Payments, and
that doing so could restrict the ability of an Owner to increase
Contract Value through
subsequent Purchase Payments. Please also state that such
limitations could prevent
increases in the death benefits (particularly the Return of Purchase
Payments Death
Benefit) and in the values under the SecurePay rider. Please further
clarify in the
disclosure that the Company does limit Purchase Payments in
connection with the
SecurePay rider.
Description of the Contract Variable Account Value Determination of
Accumulation
Units
26. In the last paragraph, please revise the second sentence to include
Advisory Fees in the
list of charges that result in the cancellation of Accumulation
Units without notice or
instruction.
Bradford Rodgers, Esq.
June 18, 2020
Page 6 of 14
Description of the Contract Transfers
27. (PLIC Only) In the first paragraph, please clarify that transfer
requests received after the
end of a Valuation Period will be processed at the price determined
as of the end of the
next Valuation Period.
Description of the Contract Transfers Dollar Cost Averaging
28. (PLAIC Only) The first sentence of the fifth paragraph states that
if the SecurePay rider
is selected, an Owner may allocate Purchase Payments only to a DCA
Account. Please
revise this statement, as an Owner is not restricted to only the DCA
Accounts if the
SecurePay rider is purchased.
Description of the Contract Surrenders and Withdrawals Withdrawals
29. Please explain the legal basis under Section 22(e) of the 1940 Act
for prohibiting
withdrawals while Contract Value is below $5,000 and withdrawals
that would reduce
Contract Value below $5,000. Please explain supplementally why the
Company has not
instituted involuntary redemption procedures under such scenarios.
See Item 11(d) of
Form N-4.
Description of the Contract Surrenders and Withdrawals Surrender
Value
30. In the second paragraph, please describe gross and net
withdrawals in accordance
with plain English principles (i.e., the Company will deduct any
applicable premium tax
from the Contract Value withdrawn (a gross withdrawal) or from
the Contract Value
remaining following the withdrawal (a net withdrawal)).
Description of the Contract Surrenders and Withdrawals Payment of
Advisory Fees
31. To ensure prominence of the impact of Advisory Fee deductions under
the Contract,
please move the third paragraph to follow the first paragraph of
this section. Further,
when stating that the tax treatment of Advisory Fees deducted from
Contract Value is
uncertain, please explain the consequences if such fees are treated
as withdrawals for tax
purposes (e.g., the Advisory Fee could be subject to federal and
state income taxes and a
possible 10% federal penalty tax if withdrawn before age 59 ).
Please also describe the
certain conditions that must be met in order for the Company
to not treat such
deductions as taxable withdrawals, and explain supplementally the
Company s legal basis
for such treatment, including whether the Company has obtained a
Private Letter Ruling
from the Internal Revenue Service.
32. Similarly, to ensure prominence, please move the second sentence of
the second paragraph
to the beginning of this section. Please remove the statement that
the deduction of the
Advisory Fee will not reduce the value of any optional benefit, and
clarify that because
such deduction will reduce the Contract Value, the death benefits
under the Contract may
also be reduced, perhaps significantly. Please also explain that
while such deductions will
Bradford Rodgers, Esq.
June 18, 2020
Page 7 of 14
not count as withdrawals under the SecurePay rider, ongoing
deductions will reduce the
Contract Value and therefore may limit the potential for increasing
the rider s Annual
Withdrawal Amount and Benefit Base through higher Contract Values on
Contract
Anniversaries.
33. In the second paragraph, please explain how frequently the Advisory
Fee will be deducted,
and clarify that the Advisory Fee will be assessed as a percentage
of Contract Value.
34. In the fourth paragraph, please clarify what is meant by non-written
instructions
regarding allocations.
35. Please remove the fifth paragraph, which states that the Company
will not verify that the
amount of the Advisory Fee deducted from Contract Value is the
amount called for in the
Advisory Fee Authorization. The Company is responsible for ensuring
that it accurately
processes all Contract transactions (especially those submitted on
its own corporate
forms).
36. The last paragraph states that the Company has not made any
independent investigation
of the Financial Intermediaries, nor does it endorse any Financial
Intermediaries or make
any representations as to their qualifications. Please explain the
Company s basis for
making these statements, as the Company and its principal
underwriter have entered into
a distribution agreement with each Financial Intermediary, and the
financial advisers of
the Financial Intermediaries are appointed agents of the Company in
order to sell the
Contracts.
The Guaranteed Account
37. Please disclose the guaranteed minimum rates for both the Fixed
Account and the DCA
Accounts, and explain how an Owner may obtain current interest
rates.
Death Benefit
38. In the second paragraph, please clarify whether the death benefit
discussion applies to
Qualified Contracts in addition to Non-Qualified Contracts. We note
that the PLAIC
prospectus indicates that it does, whereas the PLIC indicates that
it only applies to Non-
Qualified Contracts.
Death Benefit - Contract Value Death Benefit
39. Please state that if an Owner chooses to pay Advisory Fees from his
or her Contract
Value, then these ongoing deductions will reduce the Contract Value
and therefore the
death benefit amount. Please provide a simple example explaining
that a 1.50% Advisory
Fee would reduce a $100,000 death benefit by $1500 in one year, and
that over time the
death benefit could be significantly reduced (e.g., in ten years the
Advisory Fees could
reduce the death benefit by $15,000).
Bradford Rodgers, Esq.
June 18, 2020
Page 8 of 14
Death Benefit Return of Purchase Payments Death Benefit
40. The disclosure states that the deduction of fees for optional
benefits and the deduction of
the Advisory Fee do not reduce the death benefit. As such fees do
reduce Contract Value
and therefore could reduce the Return of Purchase Payments Death
Benefit, please revise
this disclosure to more accurately state that the deduction of such
fees are not treated as
withdrawals for purposes of adjusting the Return of Purchase
Payments Death Benefit.
Please also state that if an Owner chooses to pay Advisory Fees from
his or her Contract
Value, then these ongoing deductions will reduce the Contract Value
and could therefore
reduce the Return of Purchase Payments Death Benefit amount.
41. Please disclose that election of the SecurePay rider will limit the
Owner s ability to make
additional Purchase Payments, and therefore may limit the value of
the Return of Purchase
Payments Death Benefit.
42. (PLAIC Only) Please remove the second paragraph, which is redundant
with the
Suspension of the Enhanced Value of the Return of Purchase
Payments Death Benefit
discussion later in this section.
Death Benefit Suspension of the Enhanced Value of the Return of
Purchase Payments Death
Benefit
43. Please disclose whether the Company will continue to assess the fee
for the Return of
Purchase Payments Death Benefit during the one-year period of
suspension.
Protected Lifetime Income Benefits - The SecurePay Rider
44. In the first paragraph, please revise the second sentence to state
that withdrawals from the
Contract before the Benefit Election Date, and Excess Withdrawals on
or after the
Benefit Election Date, reduce the Annual Withdrawal Amount and the
Benefit Base, and
that such withdrawals could significantly reduce the Annual
Withdrawal Amount and the
Benefit Base. Please bold this disclosure, and make clear that if
such withdrawals reduce
Contract Value to zero, the Contract and rider will terminate.
Protected Lifetime Income Benefits - The SecurePay Rider Important
Considerations
45. In the first bullet, please explain that the investment restrictions
have been designed to
minimize the risk that Contract Value will be reduced to zero,
thereby requiring the
Company to make lifetime payments from its general account.
46. In the second bullet, please disclose the potential consequences of
restricting Purchase
Payments after the Benefit Election Date or two years following the
Rider Issue Date (e.g.,
such restrictions limit the ability to increase the Benefit Base,
and therefore the AWA,
through higher Contract Values on Contract Anniversaries, as well as
limit the ability for
increases in Contract Value and death benefit values (particularly
the Return of Purchase
Payments Death Benefit)).
Bradford Rodgers, Esq.
June 18, 2020
Page 9 of 14
47. (PLIC Only) Regarding the last bullet, please confirm supplementally
that the Company
has disclosed all material state variations (e.g., by providing an
appendix listing those
states where the SecurePay rider, or certain of its terms and
features, are not available).
48. Please disclose that if an Owner chooses to pay Advisory Fees from
his or her Contract
Value, then such deductions will not count as withdrawals under the
rider and will not
reduce the Annual Withdrawal Amount or the Benefit Base, but such
ongoing deductions
will reduce the Contract Value and therefore may limit the potential
for increasing the
Annual Withdrawal Amount and Benefit Base through higher Contract
Values on
Contract Anniversaries.
Protected Lifetime Income Benefits - Calculating the Benefit Base Before
the Benefit Election
Date
49. Please clarify that the initial Benefit Base is equal to the initial
Purchase Payment if the
SecurePay rider is purchased at issue, and equal to Contract Value
if purchased under
RightTime. Please make corresponding changes to footnote 3 to the
Optional Benefit
Charges fee table.
Protected Lifetime Income Benefits - Calculating the Benefit Base On or
After the Benefit
Election Date Excess Withdrawals
50. In the second example, please state that an Excess Withdrawal could
reduce the Benefit
Base by substantially more than the actual amount of the withdrawal,
and highlight the
fact that a $1,000 Excess Withdrawal reduced the Benefit Base by
more than $1,000.
Protected Lifetime Income Benefits - Reduction of Contract Value to Zero
51. (PLAIC Only) In the third bullet, please state that if benefits are
being paid under the
SecurePay NH benefit on the Annuity Date, the amount of the annuity
payments will be
determined in accordance with the terms of the SecurePay NH
endorsement, and provide
a cross-reference to Availability of SecurePay NH Benefit after
Annuitization. Please
provide corresponding changes to the Benefit Available on Maximum
Annuity Date
(oldest Owner s or Annuitant s 95th birthday) discussion that
immediately follows.
Protected Lifetime Income Benefits - SecurePay Fee
52. The disclosure states that the fee for the SecurePay rider is
deducted only from the Sub-
Accounts, and an Owner must transfer some assets from the DCA
Accounts to the Sub-
Accounts before the fee is charged. If true, please clarify that
this is only the case if
there is not enough Contract Value in the Sub-Accounts to pay the
fee. Please also
describe what will happen if an Owner does not make this transfer.
Please provide
corresponding disclosure to the Charges and Deductions section of
the prospectus.
Bradford Rodgers, Esq.
June 18, 2020
Page 10 of 14
Protected Lifetime Income Benefits - Terminating the SecurePay Rider
53. The rider terminates on the Maximum Annuity Date. Please describe
whether the rider
terminates on the Annuity Date, and explain whether the Owner is
entitled to elect
lifetime income payments based on the AWA.
Protected Lifetime Income Benefits - Allocation Guidelines and Restrictions
for Protected
Lifetime Income Benefits
54. Please update the list of Sub-Accounts in the Allocation by
Investment Categories to
include the PIMCO Total Return, Vanguard VIF Global Bond Index,
Vanguard VIF High
Yield Bond, and Vanguard VIF Moderate Allocation Sub-Accounts.
Further, please
confirm that certain Sub-Accounts are intended to be in more than
one Category (e.g., the
Goldman Sachs Core Fixed Income, Invesco V.I. Balanced Risk
Allocation, and Lord
Abbett Growth Opportunities Sub-Accounts).
55. When discussing Prohibited Allocation Instructions, please update
the reference to the
Fidelity VIP Contrafund Sub-Account, which is not offered under the
Contract.
Suspension or Delay in Payments
56. When discussing potential suspension or delay in payments, please
ensure that all
contract transactions are noted (e.g., transfers and variable income
payments from the
Variable Account; variable income payments from the Invesco
Oppenheimer V.I.
Government Money Fund Sub-Account; transfers, fixed income payments,
and payment
of the death benefit from the Guaranteed Account). Please also
clarify that the Company
may delay payments from the Variable Account when the New York Stock
Exchange is
closed other than customary weekend and holiday closings. See
Section 22(e) of the
1940 Act.
Charges and Deductions Death Benefit Fees
57. When describing the fee for the Return of Purchase Payments Death
Benefit, please
disclose that this fee is deducted from Contract Value.
Charges and Deductions SecurePay Fee
58. In the second paragraph, please clarify the phrase stated above
when referring to the
maximum SecurePay Fee.
59. (PLIC Only) In the last paragraph, please update the cross-reference
to the SecurePay
5, which is not offered under the Contract.
Bradford Rodgers, Esq.
June 18, 2020
Page 11 of 14
Charges and Deductions Contract Maintenance Fee
60. Please briefly describe what is provided in consideration for the
contract maintenance
fee. Item 6(a) of Form N-4.
Annuity Payments Annuity Date
61. (PLAIC Only) An Owner may not choose an Annuity Date that is less
than one year
after the Issue Date. Please also state that an Owner may not choose
an Annuity Date
that is less than three years after the most recent Purchase
Payment, as stated elsewhere
throughout the prospectus. Please also make corresponding changes in
Annuity
Payments Annuity Date - Changing the Annuity Date.
Annuity Payments Annuity Date - Changing the Annuity Date
62. Regarding the last sentence of this paragraph, please explain
supplementally why an
Owner is limited in his or her selection of an Annuity Option if the
Annuity Date is
changed (e.g., why is an Owner no longer permitted to choose Annuity
Option A if he or
she changes the Annuity Date?).
Annuity Payments Annuity Value
63. Please describe the circumstances under which the Annuity Value is
based on the
SecurePay rider s Benefit Base on the Annuity Date rather than the
Contract Value.
Annuity Payments Annuity Income Payments
64. Please state that the mortality and expense risk charge and the
administration charge will
continue to be assessed if variable income payments are selected.
See Guide 10 to Form
N-4.
65. Please disclose how frequently annuity income payments will be made.
Item 8(c) of Form
N-4.
Annuity Payments Minimum Amounts
66. The prospectus states that if annuity income payments are less than
the minimum
payment amount, the Company reserves the right to change the
frequency of such
payments. Please disclose the minimum payment amount. Item 8(e) of
Form N-4.
Yields and Total Returns Standardized Average Annual Total Returns
67. Please state that yields and total returns for the Sub-Accounts do
not reflect any Advisory
Fees paid to Financial Intermediaries from Contract Value, and that
if such fees were
reflected, performance would be lower.
Bradford Rodgers, Esq.
June 18, 2020
Page 12 of 14
68. (PLIC Only) To avoid investor confusion, please remove the reference
to surrender
charges that may apply when providing standardized average annual
total returns, as the
Contract does not impose such charges.
Taxation of Annuities in General Tax Consequences of Protected Lifetime
Income Benefits
Annuity Payments
69. (PLIC Only) Please remove the reference to the Optimal Withdrawal
Amount, which is
not a term under the Contract.
Qualified Retirement Plans Protected Lifetime Income Benefits
70. (PLIC Only) Please remove references to the PLIB riders, which are
not offered with the
Contract.
Advisory Fees Paid From Your Contract Value
71. Please describe the certain conditions that must be met for
the Company to not treat
Advisory Fees paid from Contract Value as withdrawals for income tax
purposes.
Distribution of the Contracts - Commissions
72. Please clarify that the Company does not pay Commissions to
Financial Intermediaries
because such intermediaries receive compensation in connection with
the Contract in the
form of Advisory Fees paid by Owners.
Appendix A Death Benefit Calculation Examples
73. (PLAIC Only) Please remove references to the Maximum Anniversary
Value and
Maximum Quarterly Value Death Benefits, which are not offered with
the Contract.
Appendix C Explanation of the Commuted Value Calculation
74. To avoid investor confusion, please remove the last sentence
referencing surrender
charges, as the Contract does not impose such charges.
Appendix D - Condensed Financial Information
75. Please revise the disclosure to state that condensed financial
information has not been
provided because no Sub-Account offered under the Contract had
commenced operations
as of December 31, 2019 (emphasis added). See Item 4(a) of Form N-4.
Alternatively, if
any Sub-Account has been previously made available under any other
contract offered
through the same separate account (i.e., the other contract has the
same underlying fund
option and same total separate account expense of .30%), then please
include in the
Appendix the accumulation unit values and number of accumulation
units outstanding for
each such Sub-Account from the date of its inception (or for ten
years, if less). See
Instruction 1 to Item 4(a) of Form N-4.
Bradford Rodgers, Esq.
June 18, 2020
Page 13 of 14
If the former, please remove from the Appendix the list of
Sub-Accounts and dates of
inception. If the latter, please update the list to: (a) remove
those subaccounts not offered
under the Contract; (b) update the name of the Lord Abbett
Calibrated Dividend Growth
Sub-Account to the Lord Abbett Dividend Growth Sub-Account; and (c)
include the
Invesco V.I. International Growth Sub-Account as well as the
Vanguard Variable
Insurance Fund and DFA Investment Dimensions Group Inc.
Sub-Accounts. See
Instruction 4 to Item 4(a) of Form N-4.
STATEMENT OF ADDITIONAL INFORMATION
76. (PLIC Only) On the cover page, please update the date of the
Statement of Additional
Information and the date of the prospectus referenced in the first
paragraph.
PART C
77. Please remove exhibits relating to funds that are not offered under
the Contract (e.g., the
Oppenheimer Variable Account Funds). Please confirm supplementally
that all required
Fund agreements are included as exhibits, including participation
agreements (e.g., with
Vanguard Variable Insurance Funds and DFA Investment Dimensions
Group Inc.) and
Rule 22c-2 agreements (e.g., with AIM Variable Insurance Funds
(Invesco Variable
Insurance Funds), American Funds Insurance Series, Clayton Street
Trust, Legg Mason
Partners Variable Equity Trust, and PIMCO Variable Insurance
Trust).
78. The information provided in response to Item 26 states that all of
the Company s
outstanding voting common stock is owned by Protective Life
Corporation, a subsidiary
of The Dai-ichi Life Insurance Company, Limited, and lists the
Company s wholly-
owned subsidiaries. As required by the Item, please provide a list
or diagram of all
persons directly or indirectly controlled by or under common
control with the Company
or the separate account and for each such person indicate (1) if a
company, the state or
other sovereign power under whose laws it is organized, (2) the
percentage of voting
securities owned or other basis of control by the person, if any,
immediately controlling
it, and (3) its principal business unless such principal business
is implicit in its name.
This would include, but may not be limited to, all persons directly
or indirectly owned by
Protective Life Corporation and The Dai-ichi Life Insurance
Company, Limited.
79. Once the Contract has been issued, please provide the number of
qualified and non-
qualified contractowners. Item 27 of Form N-4.
80. Please note the signature requirements of Section 6(a) of the
Securities Act of 1933 (the
Securities Act ), which requires that the registration
statement also be signed by the
Registrant s principal accounting officer or comptroller. In this
regard, any person who
occupies more than one of the positions specified in Section 6(a)
of the Securities Act
should indicate each capacity in which he or she signs the
registration statement.
********
Bradford Rodgers, Esq.
June 18, 2020
Page 14 of 14
Responses to this letter should be made in a letter to me filed on
Edgar and in the form of
pre-effective amendments filed pursuant to Rule 472 under the Securities
Act. Where no change
will be made in the filings in response to a comment, please indicate this
fact in the letter to us
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 preliminary
prospectuses.
Although we have completed our initial review of the registration
statements, the filings
will be reviewed further after we receive your response. Therefore, we
reserve the right to
comment further on the registration statements and any amendments. After we
have resolved all
issues, the Companies and their underwriter must request acceleration of
the effective date of the
registration statements.
In closing, we remind you that the Companies are responsible for the
accuracy and
adequacy of their disclosure in the registration statements,
notwithstanding any review,
comments, action, or absence of action by the staff.
Should you have any questions prior to filing pre-effective
amendments, please feel free
to contact me at 202-551-8045 or bentzingere@sec.gov.
Sincerely,
/s/
Elisabeth Bentzinger
Elisabeth Bentzinger
Senior
Counsel
cc: Andrea Ottomanelli Magovern
Sally Samuel