As Filed with the Securities and Exchange Commission on August 6, 2021
Registration File No. 333-232740
811-7337
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☐
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 6 ☒
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☐
Amendment No. 99 ☒
(Check appropriate box or boxes)
Protective Variable Life Separate Account
(Exact name of registrant)
Protective Life Insurance Company
(Name of depositor)
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of depositor’s principal executive offices)
(800) 265-1545
Depositor’s Telephone Number, including Area Code
BRADFORD RODGERS, Esq.
2801 Highway 280 South
Birmingham, Alabama 35223
(Name and address of agent for service)
Copy to:
STEPHEN E. ROTH, Esquire
THOMAS E. BISSET, Esquire
Eversheds Sutherland (US) LLP
700 Sixth Street, N.W., Suite 700
Washington, DC 20001-3980
It is proposed that this filing will become effective (check appropriate box):
☐ immediately upon filing pursuant to paragraph (b) of Rule 485
☒ on August 6, 2021 pursuant to paragraph (b) of Rule 485
☐ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
☐ on pursuant to paragraph (a)(1) of Rule 485
Title of Securities Being Registered: Interests in Individual
Flexible Premium Variable and Fixed Life Insurance Policies
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Existing Life Policy
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Policy
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Mortality and Expense Charges
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None
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For Policies with an Effective Date before September 8, 2021: A monthly charge equal to 0.050% multiplied by the Variable Account Value, which is equivalent to annual rate of 0.6% of such amount; currently 0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.20% for 10 years; 0% thereafter.
For Policies with an Effective Date on or after September 8, 2021: A monthly charge equal to 0.050% multiplied by the Variable Account Value, which is equivalent to annual rate of 0.6% of such amount; currently 0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.20% for 10 years; 0.008% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.096% thereafter. |
PART C
OTHER INFORMATION
1. Resolution of the Board of Directors of Protective Life Insurance Company establishing Protective Variable Life Separate Account is incorporated herein by reference to the Form N-6 Registration Statement (File No. 333-232740), as filed with the Commission on July 19, 2019.
2. Not Applicable
4. (k)(i) Revised ExtendCare Rider is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-6 Registration Statement (File No. 333-232740), as filed with the Commission on August 8, 2020.
6. (a) (i) 2020 Amended and Restated Charter of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File 333-201919), as filed with the Commission on February 11, 2021.
6. (b)(i) 2020 Amended and Restated By-laws of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File 333-201919), as filed with the Commission on February 11, 2021.
8. (a) Participation Agreement dated April 11, 2007 (Fidelity Variable Insurance Products) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (a)(ii) Amendment dated October 15, 2020 to Participation Agreement (Fidelity Variable Insurance Products) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (b) Participation Agreement dated April 30, 2002 (Lord Abbett Series Fund, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-94047), as filed with the Commission on April 25, 2002.
8. (b)(i) Rule 22c-2 Shareholder Information Agreement (Lord Abbett Series Fund) is incorporated herein by reference to Post-Effective Amendment No.17 to the Form N-4 Registration Statement (File No. 33-70984), filed with the Commission on April 27, 2007.
8. (c)(i) Rule 22c-2 Shareholder Information Agreement dated April 11, 2007 (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No.17 to the Form N-4 Registration Statement (File No. 33-70984), filed with the Commission on April 27, 2007.
8. (c)(iv) Amendment dated April 12, 2021 to Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240192), filed with the Commission on April 16, 2021.
8. (d) Participation Agreement dated February 1, 2015 (Franklin Templeton Variable Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 12 to the Form N-4 Registration Statement (File No. 333-190294), as filed with the Commission on April 28, 2021.
8. (d)(i) Participation Agreement dated November 30, 2020 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201919), filed with the Commission on February 11, 2021.
8. (d)(ii) Addendum dated November 30, 2020 to Participation Agreement (Franklin Templeton) is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201919), filed with the Commission on February 11, 2021.
8. (d)(iii) Amendment dated March 31, 2021 to Participation Agreement (Franklin Templeton) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240192), filed with the Commission on April 16, 2021.
8. (d)(iv) Rule 22c-2 Shareholder Information Agreement dated April 16, 2007 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984), filed with the Commission on April 27, 2007.
8. (e)(i) Amendment dated April 11, 2014 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (e)(ii) Amendment dated September 10, 2019 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (e)(iii) Amendment dated August 11, 2020 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (e)(iv) Amendment dated November 30, 2020 to Participation Agreement (Legg Mason) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-248236), filed with the Commission on December 16, 2020.
8. (f)(i) Novation of and Amendment dated April 25, 2011 to Participation Agreement (PIMCO) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (f)(ii) Amendment dated April 25, 2011 to Participation Agreement re Summary Prospectuses (PIMCO) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (f)(iii) Amendment dated September 1, 2020 to Participation Agreement (PIMCO) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 24, 2020.
8. (f)(iv) Amendment dated April 2, 2021 to Participation Agreement (PIMCO) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240192), filed with the Commission on April 14, 2021.
8. (g)(ii) Amendment dated November 30, 2020 to Participation Agreement (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201919), filed with the Commission on February 11, 2021.
8. (h) Participation Agreement dated February 1, 2015 (AIM-Invesco Variable Insurance Funds) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (h)(i) Rule 22c-2 Agreement (AIM-Invesco Variable Insurance Funds) is incorporated herein by reference to Post-Effective Amendment No. 12 to the Form N-4 Registration Statement (File No. 333-179649), as filed with the Commission on August 24, 2016.
8. (i) Participation Agreement dated June 18, 2015 (American Funds) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (i)(i) Rule 22c-2 Shareholder Information Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 11 to the Form N-4 Registration Statement (File No. 333-113070), filed with the Commission on April 30, 2008.
8. (i)(ii) Amendment dated October 1, 2019 to Participation Agreement (American Funds) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on November 25, 2020.
8. (i)(iii) Amendment dated November 25, 2020 to Participation Agreement (American Funds) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (File No. 333-248236), filed with the Commission on December 16, 2020.
8. (i)(iv) Amendment dated March 22, 2021 to Participation Agreement (American Funds) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File 333-240192), filed with the Commission on April 16, 2021.
8. (j)(i) Amendment dated September 1, 2020 to Participation Agreement (Northern Lights Variable Trust)
-filed herein.
8. (k)(i) Amendment dated August 20, 2020 to Participation Agreement (DFA Investment Dimensions Group) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-237747), filed with the Commission on August 24, 2020.
8. (l)(ii) Participation Agreement dated November 23, 2020 (Vanguard) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-237747), filed with the Commission on April 28, 2021.
8. (l)(iii) Revised Schedule A dated April 30, 2021 to Participation Agreement (Vanguard) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-237747), filed with the Commission on April 28, 2021.
9. Not applicable
10. Not applicable
11.Opinion and Consent of Bradford Rodgers, Esq. is incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-6 Registration Statement (File No. 333-232740), filed with the Commission on June 1, 2021.
12. Not applicable
13. Not applicable
14. (a) Consent of Eversheds Sutherland (US) LLP is incorporated herein by reference to Post-Effective Amendment No. 4 to the Form N-6 Registration Statement (File No. 333-232740), filed with the Commission on April 29, 2021.
14. (b) Consent of PricewaterhouseCoopers LLP
- Filed herein.
14. (c) Consents of KPMG LLP
- Filed herein.
15. No Financial Statements are omitted from Item 24.
16. Not applicable
18. Powers of Attorney is incorporated herein by reference to Post-Effective Amendment No. 4 to the Form N-6 Registration Statement (File No. 333-232740), filed with the Commission on April 29, 2021.
Item 27. Directors and Officers of Depositor.
Name and Principal Business Address*
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Position and Offices with Depositor
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Adams, D. Scott
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Executive Vice President, Corporate Responsibility, Strategy & Innovation
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Banerjee Choudhury, Shiladitya (Deep) | Senior Vice President and Treasurer | |
Bartlett, Malcolm Lee
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Senior Vice President, Corporate Tax
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Bielen, Richard J.
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Chairman of the Board, Chief Executive Officer, President, and Director
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Black, Lance P.
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Senior Vice President, and Treasurer
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Borie, Kevin B.
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Senior Vice President, Chief Valuation Actuary, and Appointed Actuary
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Casey, Sean
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Senior Vice President, and Actuary
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Cramer, Steve
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Senior Vice President, and Chief Product Officer
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Creutzmann, Scott E.
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Senior Vice President, and Chief Compliance Officer
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Drew, Mark L.
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Executive Vice President, and Chief Legal Officer
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Evesque, Wendy L.
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Executive Vice President, and Chief Human Resources Officer
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Harrison, Wade V.
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Senior Vice President, and President, Protection Division
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Herring, Derry W
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Senior Vice President, and Chief Auditor
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Karchunas, M. Scott
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Senior Vice President, and President, Asset Protection Division
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Kohler, Matthew
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Senior Vice President, and Chief Technology Officer
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Laeyendecker, Ronald
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Senior Vice President, Executive Benefit Markets
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Lawrence, Mary Pat
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Senior Vice President, Government Affairs
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McDonald, Laura Y.
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Senior Vice President, and Chief Mortgage and Real Estate Officer
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Moschner, Christopher
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Senior Vice President, and Chief Marketing Officer
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Passafiume, Philip E.
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Senior Vice President, and Chief Investment Officer
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Radnoti, Francis
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Senior Vice President, and Chief Product Officer
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Ray, Webster M.
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Senior Vice President, Investments
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Riebel, Matthew A.
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Senior Vice President, and Chief Distribution Officer
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Seurkamp, Aaron C.
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Senior Vice President, and President, Retirement Division
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Temple, Michael G.
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Vice Chairman, Chief Operating Officer, and Director
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Wagner, James
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Senior Vice President, and Chief Distribution Officer
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Walker, Steven G.
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Executive Vice President, Chief Financial Officer, and Director
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Wells, Paul R.
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Senior Vice President, and Chief Accounting Officer
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Whitcomb, John
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Senior Vice President, Distribution Operations
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Williams, Doyle J. | Senior Vice President, Distribution Companies | |
Williams, Lucinda S.
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Senior Vice President, and Chief Customer Officer
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* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.
Item 28. Persons Controlled by or Under Common Control With the Depositor or Registrant.
Item 29. Indemnification.
Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life’s directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or director, shall be indemnified by Protective Life against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.
In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification may be against public policy as expressed in the Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 30. Principal Underwriter.
(a) Investment Distributors, Inc. (“IDI”) is the principal underwriter of the Contracts as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Life Separate Account, Protective Variable Annuity Separate Account, Variable Annuity Account A of Protective Life, PLICO Variable Annuity Account S, PLAIC Variable Annuity Account S, Protective COLI VUL, Protective NY COLI VUL and Protective Acquired Variable Annuity Separate Account.
(b) Management. The following information is furnished with respect to the officers and directors of Investment Distributors, Inc.
Name and Principal
Business Address* |
Position and Offices
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Position and Offices with Registrant
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Brown, Barry K.
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Director, President
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Vice President, Operations
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Coffman, Benjamin P. | Assistant Financial Officer | Second Vice President Financial Reporting | ||
Creutzmann, Scott E.
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Director, Chief Compliance Officer
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Senior Vice President and Chief Compliance Officer
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Debnar, Lawrence J.
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Assistant Financial Officer
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Vice President, Financial Reporting, Chase
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Dunning, Chrissy | Vice President, Internal Sales and Training | Vice President, Internal Sales and Training | ||
Gilmer, Joseph F.
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Director, Assistant Financial Officer
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Assistant Vice President, Financial Reporting
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Johnson, Julena G.
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Assistant Compliance Officer
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Compliance Director
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Lee, Felicia M. | Secretary | Secretary, Second Vice President, and Counsel | ||
Morsch, Letitia
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Assistant Secretary
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Vice President, New Business Operations
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Smith, Joy Beth | Assistant Secretary | Assistant Secretary | ||
Tennent, Rayburn
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Chief Financial Officer
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Director II Financial Reporting
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* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.
(c) Compensation From the Registrant. The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:
(1) Name of Principal
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(2) Net Underwriting
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(3) Compensation on
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(4) Brokerage
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(5) Other
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Investments Distributors, Inc. |
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None |
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None |
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N/A |
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N/A |
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Item 31. Location of Accounts and Records.
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained by Protective Life Insurance Company at 2801 Highway 280 South, Birmingham, Alabama, 35223.
Item 32. Management Services.
All management contracts are discussed in Part A or Part B.
Item 33. Fee Representation.
Protective Life hereby represents that the fees and charges deducted under the variable life insurance policies described herein are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by it under such policies.
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant of this Registration Statement hereby certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has duly caused this Post-Effective Amendment to the Registration Statement on Form N-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on August 6, 2021.
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PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT |
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(Registrant) |
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By: |
* |
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Richard J. Bielen, President, |
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Protective Life Insurance Company |
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PROTECTIVE LIFE INSURANCE COMPANY |
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(Depositor) |
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By: |
* |
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Richard J. Bielen, President, |
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Protective Life Insurance Company |
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form N-6 has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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Chairman of the Board, President
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August 6, 2021
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Richard J. Bielen
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Chief Executive Officer, and Director
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(Principal Executive Officer)
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*
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Executive Vice President, Chief Financial
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August 6, 2021
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Steven G. Walker
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Officer, and Director
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(Principal Accounting and Financial Officer) | |||||
*
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Vice Chairman, Chief Operating Officer, and Director
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August 6, 2021
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Michael G. Temple
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*BY:
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/S/ BRADFORD RODGERS
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August 6, 2021
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Bradford Rodgers
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Attorney-in-Fact
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Separate Account and Date Established by the Board of Directors
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Contracts/Policies Funded by the Separate Account
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Protective Variable Life Separate Account (February 22, 1995)
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Protective® Investors Choice VUL
Protective® Strategic Objectives VUL
Strategic Objectives VUL II
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Protective Variable Annuity Separate Account (December 23, 1993)
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Protective® Investors Benefit Variable Annuity
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PLICO Variable Annuity Account S
(July 2, 2020)
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Schwab Genesis Advisory Variable Annuity
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Protective COLI PPVUL Separate Account (April 14, 2020)
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Protective® Executive Benefits Private Placement VUL
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Fund
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Classes
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TOPS® Conservative ETF Portfolio
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Class 1
Class 2
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TOPS® Balanced ETF Portfolio
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Class 1
Class 2
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TOPS® Moderate Growth ETF Portfolio
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Class 1
Class 2
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TOPS® Growth ETF Portfolio
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Class 1
Class 2
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TOPS® Aggressive Growth ETF Portfolio
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Class 1
Class 2
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TOPS® Managed Risk Growth ETF Portfolio
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Class 2
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TOPS® Managed Risk Moderate Growth ETF Portfolio
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Class 2
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TOPS® Managed Risk Balanced ETF Portfolio
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Class 2
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Inc. (New Zeal and) 6 Th e voting r igh ts per taining t o SOH GO HO USIN G C O., Ltd . are s plit am ong the other affiliates of Dai -ichi Life Holdings, Inc. as follows : Ins uranc e C ompany and Pr otec tiv e Life and Annuit y In sur anc e Compan y. Based on the State ment of C hanges to Lar ge -Volume Holdings av ailable on the EDINET as of Apr il 1s t, 2021, Eff is simo, a non -affiliated inv es tment mana ger, ma y b e deemed t he benefic ial own er of 10.16% of the c ommon stoc k Organizational Chart of Dai-ichi Life Holdings, Inc., as of March 31, 20211 Corporation3 Life Ins urance (India) Group Pty Lt d. Resea rch Institute Lim ited 2 Solutions Pty Ltd. 1 Ex cept a s othe rwis e indic ated, c hart d oes no t reflec t les s than 50% owner ship intere sts 2 Ins uranc e c ompany 3 Pages 3 – 5 c ontain a lis t of Protec tive Life C orpor ation’s sub sidiaries 4 Th e voting r igh ts per taining t o The D ai-ichi Life Res ear ch Ins titute Inc . are split among 5 Th e voting r igh ts per taining t o Dai-ichi Life Realty Ass et Manag ement Co., L td. are s plit am ong other affiliates of Management (Vie tna m) 7 Th e voting r igh ts per taining t o O.M . Bu ilding Management Inc. ar e s plit among the other affiliates of Dai -ichi Life Holdings, Inc. as follow s: • Th e Dai-ichi Life Ins uranc e Co mpany , Limited – 10% . As suc h, the D ai-ichi gr oup owns 50% of the v oting rights pertaining to O .M. Building Manag ement Inc . * Effiss imo Cap ital Mana gement Pte Ltd. (“ Effiss imo”) and Eff is simo ’s c ontrolling pers ons T akas hi Kous ak a, His aaki Sato , and Yoic hir o Ima i a re c ons idered by the N ew Yor k State Dep artment of F in anc ia l Ser v ic es , for New York ins uranc e r egulatory pur pos es only, to be contr olling per s ons of MO NY Life of Da i-ichi Life Holdings, Inc., inc lud ing r ehy pothec ated s hares . Dai-ichi Life Holdings, Inc.* (Japan) (Ultimate Controlling Person) 99.996 % 70% 85.5% Dai-ichi Life Inte rnational Holdings LLC (Japan ) Dai-ichi Life Realty Asset Management 5 Co, Ltd. (Japan ) SOHGO CO., Ltd.HOUSING 6 (Japan ) Dai-ichi Life Insurance 2 (Cambodia) PLC. (Cambodia ) QO Lea d, Ltd. (Japan ) Dai-ichi Life Inte rnational Limited (Japan ) DLI North America Inc. (USA) The Dai-ichi Life Insurance 2 Com pa ny , Limited (Japan ) THE DAI-ICHI BUILDING CO ., LTD. (Japan ) Protective Life (USA) 40% 36.84% 24% 45.94% O.M. Building Management Inc.7 (Japan ) PT Panin Inte rnational (Indone sia ) OCEAN LIFE INS URANCE PUBLIC COMPANY 2 (Thaila nd) TAL Da i-ichi Life Aus tra lia Pty Ltd. (Au stralia) Sta r Union Dai-ichi Com pa ny Lim ite d 2 Dai-ichi Life Inte rnational (Europe) Lim ited (UK) The Neo Firs t Life Insurance Com pa ny , Limited 2 (Japan ) Asteron Life & Supera nnuation Lim ited 2 (Au stralia) TAL Da i-ichi Life (Au stralia) 51.25% TAL Life Lim ited 2 (Au stralia) TAL Distribution Holdings Limited (Au stralia) The Dai-ichi Life 4 (Japan ) Affinia Financial Adv ise rs Lim ite d (Au stralia) TAL Supera nnuation Lim ited (Au stralia) TAL Direct Pty Lim ited (Au stralia) TAL Services (Au stralia) 49% Dai-ichi Life Reinsurance Bermuda Ltd. (Be rmu da) The Dai-ichi Frontie r Life Insurance Co., Ltd. (Japan ) Asset Management One Co., Ltd. (Japan ) TAL Australia Dis tribution Lim ited (Au stralia) InsuranceLine Lim ited (New Zeal and) Inte rnational Life Solutions Proprie tary Limited (So uth Africa) National Fina ncial (Au stralia) Dai-ichi Life Insurance Com pa ny of Vie tna m, Lim ited 2 (Vie tna m) other affiliates of Dai -ichi Life Holdings, Inc. as follows : • TH E DAI-ICH I BUILDIN G C O., L TD. – 26.25% • DAI-ICH I SEI MEI CARD SERVIC E Co., LT D. – 9.58% Life broker Pt y Ltd. (Au stralia) Life broker NZ Ltd. • NIH ON BUSSAN CO ., LT D. – 8.75% • Th e Dai-ichi Life Infor matio n Sys tems Co., Ltd. – 4.17% As suc h, the D ai-ichi gr oup owns 100% of the v oting rights pertaining to T he Dai -ichi Life Res ear ch Ins titute Inc . Dai-ichi Life Holdings, Inc. as follows : • SO HG O H OU SING CO ., Ltd. – 30% . As suc h, the D ai-ichi gr oup owns 100% of the v oting rights pertaining to Da i-ichi Life Realty Ass et Manag ement Co., L td. • Th e Dai-ichi Building Co ., Ltd. – 14.5% . As suc h, the D ai-ichi gr oup owns 100% of the v oting rights pertaining to SO GH O H OU SING CO . Ltd. Dai-ichi Life Vietnam Fund Com pa ny Lim ite d DLI As ia Pac ific Pte. Ltd. (Sin gapore )
• NIHON BUSSAN CO., LTD. – 20% Organizational Chart of Dai-ichi Life Holdings, Inc., as of March 31, 2021 % (Japan ) (Myanmar) 1 The voti ng rights pertai ni ng to DAI -ICHI SEIMEI C AR D SERVICE Co., LTD. are split among the other affi liates of Dai-ichi Li fe Hol dings, Inc. as follows: • THE DAI-ICHI BU ILDING CO., LTD. – 11.57% • SOH GO HOUSING C O., Ltd. – 10% • The Dai-ichi Li fe Informati on Systems Co., Ltd. – 3.33% As such, the Dai-ichi group owns 95% of the voting rights pertai ning to D AI-ICHI SEIMEI C AR D SERVICE Co., LTD. 2 The voti ng rights pertai ni ng to Corporate -pension Business Service C o., Ltd. are split among the other affi liates of Dai-ichi Li fe Hol dings, Inc. as follows: • The Dai-ichi Li fe Informati on Systems Co., Ltd. – 1% As such, the Dai-ichi group owns 50% of the voting rights pertai ning to C orporate-pension Business Service C o., Ltd. Dai-ichi Life Holdings, Inc. (Japan) (Ultimate Controlling Person) The Dai-ichi Life Insurance Company, Limited (Japan ) 100% 100% 100% 100% 100% 68 Asset Guardian Company, Lim ited (Japan ) A.F. BUILDING MANAGEMENT CO ., LTD. (Japan ) Dai-ichi Life Business Service Co., Ltd. (Japan ) The Dai-ichi Life Information Sys tems Co., Ltd. (Japan ) Alpha Consulting Co., Ltd. 100% 50.1% 49% 100% Dai-ichi Life Challenged Co., Ltd. (Japan ) DAI-ICHI SE IMEI CARD SERVICE Co., LTD.1 (Japan ) Dai-ichi Smart Small-amount and Short-term Insurance Company, Lim ited (Japan ) Corporate -pension Busines s 32 Service Co., Ltd. (Japan ) Dai-ichi Life Insurance My anm ar Ltd.
Organizational Chart of Dai-ichi Life Holdings, Inc., as of March 31, 2021 Protective Life and Annuity Insurance Company (AL ) PLC owns 10 0% of non -voti ng p referred stock TIN 63-076 1690 PLICO owns 100 % o f stock NAIC 6023 4 1 insurance company 2 captive i nsurance company Protective Life Corporation (DE) TIN 95-249 2236 Protective Life Insurance Company1 (TN) PLC owns 10 0% of stock TIN 63-016 9720 NAIC 6813 6 West Coa st Life Insura nc e Company1 (NE) PLICO owns 100 % o f stock TIN 94-097 1150 NAIC 7033 5 MONY Life Insuranc e Company1 (NY) PLICO owns 100 % o f stock TIN 13-163 2487 NAIC 6637 0 1 (commerci ally do miciled – NY) PLICO owns 100 % o f vo tin g stock NAIC 8853 6 Protective Finance Corporation (DE) PLICO owns 100 % o f stock TIN 51-037 2969 Protective Finance Corporation II (DE) PLICO owns 100 % o f stock TIN 63-118 7532 Protective Finance Corporation IV (DE) PLICO owns 100 % o f stock TIN 30-055 9075 Golden Gate Captiv e Insurance Company2 (VT) TIN 63-119 1165
Organizational Chart of Dai-ichi Life Holdings, Inc., as of March 31, 2021 (Be rmu da) TIN 98-151 2479 Warran ty Top co, Inc. owns 100% of stock (Turks & Caicos) TIN 98-015 9153 1 regi stered investment adviser 2 captive i nsurance company 3 Florida speci alty insurer Protective Life Corporation (DE) TIN 95-249 2236 Inve stment Distributors, Inc. (TN) PLC owns 10 0% of stock TIN 63-110 0710 ProEquitie s, Inc .1 (AL ) PLC owns 10 0% of stock TIN 63-087 9387 Protective Re al Est ate Holdings , Inc. (DE) PLC owns 10 0% of stock TIN 52-198 5171 Protective Life Reinsurance Bermuda Ltd. PLC owns 10 0% of stock First Prote ctive Insura nce Group, Inc. (AL ) PLC owns 10 0% of stock TIN 63-084 6761 Warranty Topco, Inc. (DE) PLC owns 10 0% of stock TIN 26-385 4933 Em power Financ ial Re sources, Inc. (DE) PLC owns 10 0% of stock TIN 46-533 1907 (formerly known as Fina nci al L eadership All iance, Inc.) Inte rst ate Na tional Corporation (DE) TIN 20-419 7367 D.R.G., Inc. d/b/a Paym ent Insured Pla n (OR) Inte rstate Nationa l Corp oration owns 100 % of stock TIN 93-116 0837 National Warranty Corp. (OR) Inte rstate Nationa l Corp oration owns 100 % of stock TIN 93-119 8148 Inte rst ate Na tional Dealer Se rvices , Inc. (DE) Inte rstate Nationa l Corp oration owns 100 % of stock TIN 11-307 8398 PIPCO Re insura nce Company, Ltd. Inte rstate Nationa l Corp oration owns 100 % of stock Inte rst ate Administ rative Services, Inc. (DE) INDS owns 10 0% of sto ck TIN 20-154 9705 Inte rst ate Na tional Dealer Se rvices of Florida , Inc.3 (FL) INDS owns 10 0% of sto ck TIN 11-328 4019 LAS AS Technologies, Inc. d/b/a RP M One (FL) INDS owns 10 0% of sto ck TIN 65-086 8022 Warranty Direct , Inc. (DE) INDS owns 10 0% of sto ck TIN 11-327 2124
Organizational Chart of Dai-ichi Life Holdings, Inc., as of March 31, 2021 PLC owns 10 0% of stock (FL) PAP owns 100% of stock of Florida2 (FL) TIN 41-163 7611 Protective Life Corporation (DE) TIN 95-249 2236 Che sterfie ld Interna tional Reinsurance Limited (Nevis) PLC owns 10 0% of stock TIN 98-045 8684 Dealer Se rvices Reinsurance, Ltd. (Be rmu da) PLC owns 10 0% of stock TIN 98-019 9455 First Prote ction Corporation (MN) PLC owns 10 0% of stock TIN 41-136 8934 Protective Life Insurance Company1 (TN) TIN 63-016 9720 NAIC 6813 6 Protective Property & Casualty Insura nce Company 1 (MO) PLICO owns 100 % o f stock TIN 43-113 9865 NAIC 3576 9 Western Diversified Services, Inc. (IL) PLICO owns 100 % o f stock TIN 36-260 0350 USWC Holding Company (US WC) (FL) PLICO owns 100 % o f stock TIN 20-864 5816 The Advantage Warranty Corporation2 (FL) WDS o wns 100% of stock TIN 36-344 5516 Asset Protection Financia l, Inc. (MO) (formerly L ynd on Fin ancial Cor poration) PPCIC owns 1 00% of stock TIN 43-181 9865 United States Warra nty Corp.2 (FL) USWC owns 1 00% of stock TIN 59-165 1866 New World Warranty Corp.2 (FL) USWC owns 1 00% of stock TIN 20-863 9268 Protective As set Prote ction, Inc . (MO) (formerly L ynd on Insura nce Gr oup, Inc.) PLICO owns 100 % o f stock TIN 43-180 2403 USWC Ins tallme nt Program, Inc. (FL) USWC owns 1 00% of stock TIN 20-864 6196 New World Re3 (NV) USWC owns 1 00% of stock TIN 20-165 4390 Protective Adminis trat ive Services, Inc. (MO) PAP owns 100% of stock TIN 43-172 4227 Western G enera l Warranty Corporation2 PAP owns 100% of stock TIN 59-312 6230 Western G enera l Deale r Services, Inc. (CA) PAP owns 100% of stock TIN 47-093 9814 Lyndon-DFS Administrative Services, Inc. / Services De Gestion Lyndon-DFS , Inc. (CANADA) PAP owns 100% of commo n stock Warranty Bus iness Services Corporation (MO) PAP owns 100% of stock TIN 43-114 2677 First Prote ction Company (MN) TIN 41-170 3034 1 insurance company 2 specialty insurer 3 captive i nsurance company First Prote ction Corporation FPC owns 100% of stock