November 7, 2022
VIA E-MAIL
Bradford Rodgers
Senior Vice President and Senior Counsel
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Re: Protective Variable Annuity Separate Account
Protective Life Insurance Company
Initial Registration Statement on Form N-4
File Nos. 333-267354; 811-08108
Dear Mr. Rodgers:
On September 9, 2022 you filed the above-referenced initial registration
statement on Form N-4
on behalf of Protective Life Insurance Company (the Company ) and its
separate account.
Based on our review, we have the following comments related to that filing. For
convenience, we
generally organized our comments using headings, page numbers, and defined
terms from the
marked courtesy copy of the registration statement provided by the Company.
General
1. Please confirm that all missing information, including all exhibits and a
complete rate sheet
supplement, will be filed in a pre-effective amendment to the registration
statement. We may
have further comments when you supply the omitted information.
2. Please note that comments we give on disclosure in one section apply to
other sections of the
filing, including the initial summary prospectus, that contain the same or
similar disclosure.
3. Please explain supplementally whether there are any guarantees or support
agreements with
third parties to support any policy features or benefits, or whether each
Company will be
solely responsible for any benefits or features associated with the Contract
issued by its
Separate Account.
4. Please be aware that the compliance date for the requirement to use the
Inline eXtensible
Business Reporting Language (XBRL) format for the submission of certain
required
disclosures in the variable contract statutory prospectus is January 1,
2023. Filings made on
or after January 1, 2023 will be required to comply with these requirements.
See General
Instruction C.3.(h) to Form N-4.
Bradford Rodgers
11/7/2022
Page 2 of 4
Prospectus
5. Rate Sheet Supplement
a. Please revise the introduction to state that the rate sheet supplement
also updates the
range of Ongoing Fees and Expenses (annual charges) for the contract.
b. The rate sheet supplement should include the full Ongoing Fees and
Expenses Table and
the Lowest and Highest Annual Cost Table as the first substantive item
disclosed in the
supplement.
6. Key Information Table
a. Charges for Early Withdrawals (p. 6) Please only disclose the maximum
surrender
charge at the most expensive asset level (i.e., 7%). You may briefly
disclose that the fee
may decrease when the amount of purchase payments increases. Please also
use the
maximum surrender charge of 7% when calculating the charge on a $100,000
basis.
b. Transaction Charges & Ongoing Fees and Expenses (p. 6) Please treat
the premium-
based charge as an Ongoing Fee and Expense. It should be reflected in
base contract fees
and in the Lowest and Highest Annual Cost Table.
c. Ongoing Fees and Expenses (p. 6) Please clarify that the optional
benefits available for
an additional charge applies to for a single optional benefit, if
elected. See instr.
2(c)(i)(B) of item 2 to Form N-4.
d. Lowest and Highest Annual Cost Table (p. 7) Please include a bullet
for no sales
charges in the lowest annual cost and highest annual cost section of
the table. See instr.
2(c)(ii)(B) of item 2 to Form N-4.
e. Key Information Table (pp. 8-9) Please include the table headings
Restrictions and
Conflicts of Interest in the Key Information Table.
f. Investment Professional Compensation (p. 9) The disclosure describes
conflicts of
interest related to continued investment in the contract. Please revise
the language to
focus not only on continued investments in the contract but also the
initial purchase
decision.
7. Fee Table Annual Contract Expenses (p. 12)
a. Please reflect the premium based charge as an annual contract expense.
b. With respect to the Optional Benefit Expenses, instead of referring
investors to the rate
sheet prospectus supplement for every current fee, please consider using
a footnote or
language in the narrative referring readers to the rate sheet for current
rates so as to not
obscure or impede understanding of the disclosure of the maximum charge.
Bradford Rodgers
11/7/2022
Page 3 of 4
c. Footnote 2 to the annual contract expense table states that the mortality
and expense risk
charge is 0.55%, but the disclosure responsive to item 7 states that the
charge is 0.65%.
Please reconcile.
8. The SecurePay FXI Rider (p. 41) - Please explain the difference between the
Rider Issue
Date and the Benefit Election Date.
9. Fund Appendix: Funds Available under the Contract (p. FUND-1) - Footnote 3
to the table
provides a general description of investment restrictions associated with
the SecurePay FXi
rider. Please disclose the actual investment restriction in the Portfolio
Company Appendix as
required by instruction 1(f)(2) of item 17 to Form N-4.
10. Appendix A (p. A-1 - A-15)
a. Several of the death benefit examples show a complete withdrawal on
1/1/2026 (e.g., p.
A-9, A-12, A-14) yet shows significant contract value in subsequent
years. Please review
the examples for accuracy.
b. Maximum Anniversary Value Death Benefit and the Maximum Quarterly
Anniversary
Value Death Benefit, please include the value of the death benefit and
each point in time
instead of only showing the value of the benefit upon death.
11. Appendix C (p. C-1) Appendix C provides for an explanation of the
variable income
payment calculation. The appendix refers to a 5% interest rate assumption.
Please consider
whether this should be interest rate or investment return . We
note that the contract uses
a 5% assumed investment return (AIR).
Part C
12. Item 34 Fee Representation Please revise the reasonableness
representation to match the
language used in item 34 to Form N-4 and Section 26(f) of the Investment
Company Act of
1940.
13. Power of Attorney- Please submit a new Power of Attorney with the next
filing of the
registration statement or have the signatories sign the registration
statement. We note that
the Power of Attorney attached to the filing only appears to provide
authority with respect to
post-effective amendments.
********
Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities
Act of 1933. Where
no change will be made in a filing 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 a preliminary
prospectus.
Bradford Rodgers
11/7/2022
Page 4 of 4
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 amendment. 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 the pre-effective
amendment, please feel
free to contact me at 202-551-6766 or carpenterk@sec.gov.
Sincerely,
/s/ Keith
Carpenter
Keith
Carpenter
Senior
Special Counsel
cc: Michael Kosoff, Senior Special Counsel
Christian Sandoe, Assistant Director