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

 

 

 

 

2

Explanatory Comment
 
The prospectus and the statement of additional information for Protective Strategic Objectives II VUL included in Post-Effective Amendment No. 4 to the Registration Statement on Form N-6 (333-232740 and 811-7337) filed on April 29, 2021 pursuant to paragraph (b) of Rule 485 are incorporated herein by reference.
 
 
Supplement dated August 15, 2021
to the Prospectus dated May 1, 2021 for
Protective Strategic Objectives VUL II
Issued by
Protective Life Insurance Company
Protective Variable Life Separate Account
 
 
This Supplement amends certain information in your individual flexible premium and fixed insurance policy (“Policy”) prospectus (the “Prospectus”). Except as modified in this Supplement, all other terms of the Prospectus remain unchanged. Please read this Supplement carefully and keep it with your Prospectus for future reference.
 
The purpose of this supplement is to notify you of an increase in the maximum allowable loan rate and the Mortality and Expense Risk fee rate for sales after September 8, 2021.
 
The first two sentences in the “Loans” section on Page 4 of the prospectus are replaced with the following:
 
 You may borrow using your Cash Value as collateral. Generally, the minimum amount you may borrow is $500 and the maximum is 99% of your Cash Value.
 
The Fee Table on Page 9 of the Prospectus is revised as follows:
 
For Policies with an Effective Date before September 8, 2021:
 
When Charge is Deducted
Amount Deducted - Maximum Guaranteed Charge
Amount Deducted – Current Charge
Mortality and Expense Risk Charge:   
On the Policy Effective Date and each Monthly Anniversary Day 
0.050% multiplied by the Variable Account Value, which is equivalent to an annual rate of 0.60% of such amount 
0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.20% for 10 Policy Years; 0% thereafter. 
For Policies with an Effective Date on or after September 8, 2021:
 
When Charge is Deducted
Amount Deducted – Maximum Guaranteed Charge
Amount Deducted – Current Charge
Mortality and Expense Risk Charge:   
On the Policy Effective Date and each Monthly Anniversary Day 
0.050% multiplied by the Variable Account Value, which is equivalent to an annual rate of 0.60% of such amount 
0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.20% for 10 Policy Years; 0.008% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.096% thereafter. 
 
The seventh sentence in the “Policy Loans” section on Page 25 of the Prospectus is replaced with the following sentence:
 
Generally, the minimum loan amount is $500 and the maximum loan amount is 99% of the Policy’s Cash Value.
 
The second paragraph of the section entitled “Mortality and Expense Risk Charge” on Page 40 of the Prospectus is replaced with the following:
 
Protective Life deducts a monthly charge from assets in the Sub-Accounts attributable to the Policies. This charge does not apply to Fixed Account assets attributable to the Policies. The maximum monthly mortality and expense risk charge to be deducted is generally equal to 0.050% multiplied by the Variable Account Value, which is equivalent to an annual rate of 0.60% of such amount. Protective Life reserves the right to charge less than the maximum charge.
 
For Policies with an Effective Date before September 8, 2021, the current monthly mortality and expense risk charge is 0.017% multiplied by the Variable Account Value for the first 10 Policy Years, which is equivalent to an annual rate of 0.20% of such amount. For these Policies with an Effective Date before September 8, 2021, we do not currently deduct a mortality and expense risk charge after the tenth Policy Year.
 
For Policies with an Effective Date on or after September 8, 2021, the current monthly mortality and expense risk charge is 0.017% multiplied by the Variable Account Value for the first 10 Policy Years, which is equivalent to an annual rate of 0.20% of such amount. After the tenth Policy Year, the current monthly mortality and expense risk charge is 0.008% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.096%.
 
The Mortality and Expense Charges row of the table on Page 49 of the Prospectus is replaced with the following:
 
 
Existing Life Policy
Policy
Mortality and Expense Charges
None
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.

 
 
 
If you have any questions regarding this Prospectus Supplement, please contact us at (877) 723-8723. Please keep this Prospectus Supplement for future reference.
 

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

3. (a) Form of Underwriting Agreement among Protective Life Insurance Company, Investment Distributors, Inc. and 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.

3. (a)(i) Amendment I to the Underwriting Agreement (PLICO and IDI) 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.

3. (a)(ii) Second Amended Distribution Agreement between IDI and PLICO is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-190294), filed with the Commission on April 25, 2014.

3. (a)(iii)Second Amended Distribution Agreement between IDI and PLICO, as Revised June 1, 2018 is incorporated herein by reference to the Post-Effective Amendment No.26 to the Form N-4 Registration Statement (File No. 333-112892), filed with the Commission on July 20, 2018.

3. (a)(iv) First Amendment to the Second Amended Distribution Agreement between IDI and PLICO is incorporated herein by reference to the Form N-4 Registration Statement (File No.333-240102), as filed with the Commission on July 27, 2020.

3. (b) Form of Distribution Agreement between Investment Distributors, Inc. and broker-dealers 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.

4. (a) Protective Strategic Objectives II VUL Form of Contract 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.

4. (b) Children’s Term Life Rider 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.

4. (c) Form of Protected Insurability Rider 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.

4. (d) Form of Accidental Death Benefit Rider 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.

4. (e) Form of Waiver of Specified Premium Rider 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.

4. (f) Form of Chronic Illness Accelerated Death Benefit Rider 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.

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4. (g) Form of Pre-Determined Death Benefit Payout Endorsement 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.

4. (h) Form of Overloan Protection Endorsement 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.

4. (i) Form of Terminal Illness Accelerated Death Benefit Endorsement 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.

4. (j) Form of Lapse Protection Endorsement 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.

4. (k) ExtendCare Rider 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.

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.

5. Form of Variable Universal Individual Life Insurance Application 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.

6. (a) 2011 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 No. 333-153041), as filed with the Commission on September 16, 2011.

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) 2011 Amended and Restated Bylaws of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File No. 333-153041), as filed with the Commission on September 16, 2011.

 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.

7. (a) Form of Automatic and Facultative Yearly Renewable Term Agreement is incorporated herein by reference to Post-Effective Amendment No. 7 to the Form N-6 Registration Statement (File No. 333-52215) as filed with the Commission on April 30, 2003.

7. (b) Form of Yearly Renewable Term Reinsurance Agreement is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-6 Registration Statement (333-52215) as filed with the Commission on April 27, 2009.

7. (c) List of Reinsurers is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-6 Registration Statement (333-206951) as filed with the Commission on April 25, 2019.

 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.

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8. (a)(i) Rule 22c-2 Shareholder Information Agreement (Fidelity Variable Insurance Products) 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. (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) Participation Agreement dated December 19, 2003 (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-112892), as filed with the Commission on February 17, 2004.

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)(ii) Amendment dated April 12, 2011 to Participation Agreement re Summary Prospectus (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (333-113070), as filed with the Commission on April 25, 2011.

8. (c)(iii) Amendment dated December 22, 2020 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. (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.

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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) Participation Agreement dated November 1, 2009 (Legg Mason) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070), as filed with the Commission on October 28, 2009.

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. (e)(v) Amendment dated April 7, 2021 to Participation Agreement (Legg Mason) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on April 16, 2021.
 
8. (fParticipation Agreement dated November 1, 2009 (PIMCO) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070), as filed with the Commission on October 28, 2009.
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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) Participation Agreement dated November 1, 2009 (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070), as filed with the Commission on October 28, 2009.

8. (g)(i)Rule 22c-2 Information Sharing Agreement dated November 1, 2009 (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070), as filed with the Commission on October 28, 2009.

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.

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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) Participation Agreement dated July 1, 2017 (Northern Lights Variable Trust) is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-6 Registration Statement (File No. 333-206951), as filed with the Commission on July 12, 2017.

8. (j)(i) Amendment dated September 1, 2020 to Participation Agreement (Northern Lights Variable Trust)

-filed herein.

8. (k) Participation Agreement dated October 15, 2017 (DFA Investment Dimensions Group Inc.) is incorporated herein by reference to Post-Effective Amendment No. 28 to the Form N-6 Registration Statement (File No. 333-52215), as filed with the Commission on November 27, 2017.

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) Participation Agreement dated April 1, 2017 (Vanguard Variable Insurance Fund) is incorporated herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration Statement (File No. 333-52215), as filed with the Commission on April 27, 2017.

8. (l)(i) Amendment dated November 1, 2019 to Participation Agreement (Vanguard Variable Insurance Fund) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (333-232740), filed with the Commission on October 29, 2019.

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

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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

17. (a) Memorandum Pursuant to Rule 6e-3(T)(b)(12)(iii) Describing Issue, Transfer and Redemption Procedures is incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 Registration Statement (333-232740), filed with the Commission on October 29, 2019.

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.

 

C-7

 

Item 27.    Directors and Officers of Depositor.

 

Name and Principal Business Address*
 
Position and Offices with Depositor
Adams, D. Scott
 
Executive Vice President, Corporate Responsibility, Strategy & Innovation
Banerjee Choudhury, Shiladitya (Deep)       Senior Vice President and Treasurer
Bartlett, Malcolm Lee
 
Senior Vice President, Corporate Tax
Bielen, Richard J.
 
Chairman of the Board, Chief Executive Officer, President, and Director
Black, Lance P.
 
Senior Vice President, and Treasurer
Borie, Kevin B.
 
Senior Vice President, Chief Valuation Actuary, and Appointed Actuary
Casey, Sean
 
Senior Vice President, and Actuary
Cramer, Steve
 
Senior Vice President, and Chief Product Officer
Creutzmann, Scott E.
 
Senior Vice President, and Chief Compliance Officer
Drew, Mark L.
 
Executive Vice President, and Chief Legal Officer
Evesque, Wendy L.
 
Executive Vice President, and Chief Human Resources Officer
Harrison, Wade V.
 
Senior Vice President, and President, Protection Division
Herring, Derry W
 
Senior Vice President, and Chief Auditor
Karchunas, M. Scott
 
Senior Vice President, and President, Asset Protection Division
Kohler, Matthew
 
Senior Vice President, and Chief Technology Officer
Laeyendecker, Ronald
 
Senior Vice President, Executive Benefit Markets
Lawrence, Mary Pat
 
Senior Vice President, Government Affairs
McDonald, Laura Y.
 
Senior Vice President, and Chief Mortgage and Real Estate Officer
Moschner, Christopher
 
Senior Vice President, and Chief Marketing Officer
Passafiume, Philip E.
 
Senior Vice President, and Chief Investment Officer
Radnoti, Francis
 
Senior Vice President, and Chief Product Officer
Ray, Webster M.
 
Senior Vice President, Investments
Riebel, Matthew A.
 
Senior Vice President, and Chief Distribution Officer
Seurkamp, Aaron C.
 
Senior Vice President, and President, Retirement Division
Temple, Michael G.
 
Vice Chairman, Chief Operating Officer, and Director
Wagner, James
 
Senior Vice President, and Chief Distribution Officer
Walker, Steven G.
 
Executive Vice President, Chief Financial Officer, and Director
Wells, Paul R.
 
Senior Vice President, and Chief Accounting Officer
Whitcomb, John
 
Senior Vice President, Distribution Operations
Williams, Doyle J.       Senior Vice President, Distribution Companies
Williams, Lucinda S.
 
Senior Vice President, and Chief Customer Officer

*                 Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.

 

C-8

Item 28.    Persons Controlled by or Under Common Control With the Depositor or Registrant.

      

 

The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company’s outstanding voting common stock is owned by Protective Life Corporation, a subsidiary of Dai-ichi Life Holdings, Inc. Protective Life Corporation is described more fully in the prospectus incorporated by reference in this registration statement.
  
For more information regarding the company structure of Protective Life Corporation and Dai-ichi Life Holdings, Inc., please refer to the organizational chart filed herewith.

 

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.

 

C-9

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
 
Position and Offices with Registrant
Brown, Barry K.
 
Director, President
 
Vice President, Operations
Coffman, Benjamin P.    Assistant Financial Officer   Second Vice President Financial Reporting
Creutzmann, Scott E.
 
Director, Chief Compliance Officer
 
Senior Vice President and Chief Compliance Officer
Debnar, Lawrence J.
 
Assistant Financial Officer
 
Vice President, Financial Reporting, Chase
Dunning, Chrissy   Vice President, Internal Sales and Training   Vice President, Internal Sales and Training
Gilmer, Joseph F.
 
Director, Assistant Financial Officer
 
Assistant Vice President, Financial Reporting
Johnson, Julena G.
 
Assistant Compliance Officer
 
Compliance Director
Lee, Felicia M.    Secretary   Secretary, Second Vice President, and Counsel
Morsch, Letitia
 
Assistant Secretary
 
Vice President, New Business Operations
Smith, Joy Beth   Assistant Secretary   Assistant Secretary
Tennent, Rayburn
 
Chief Financial Officer
 
Director II Financial Reporting

 


*                 Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.

 

C-10

(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
Underwriter

 

(2) Net Underwriting
Discounts and Commissions

 

(3) Compensation on
Redemption

 

(4) Brokerage
Commissions

 

(5) Other
Compensation

 

Investments Distributors, Inc.

 

None

 

None

 

N/A

 

N/A

 

 

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.

 

 

C-11

 

SIGNATURES

 

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.

 

 

PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT

 

(Registrant)

 

 

 

By:

*

 

 

Richard J. Bielen, President,

 

 

Protective Life Insurance Company

 

 

 

PROTECTIVE LIFE INSURANCE COMPANY

 

(Depositor)

 

 

 

By:

*

 

 

Richard J. Bielen, President,

 

 

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
   
Title
   
Date
*
   
Chairman of the Board, President
   
August 6, 2021
Richard J. Bielen
   
Chief Executive Officer, and Director
       
       
(Principal Executive Officer)
       
                   
*
   
Executive Vice President, Chief Financial
   
August 6, 2021
Steven G. Walker
   
Officer, and Director
       
        (Principal Accounting and Financial Officer)        
                   
*
   
Vice Chairman, Chief Operating Officer, and Director
   
August 6, 2021
Michael G. Temple
               
                   
*BY:
/S/ BRADFORD RODGERS
           
August 6, 2021
Bradford Rodgers
               
Attorney-in-Fact
               

 

 

C-12

 

Exhibits             

8. (j)(i) Amendment dated September 1, 2020 to the Participation Agreement (Northern Lights Variable Trust)

14. (b) Consent of PricewaterhouseCoopers LLP

14. (c) Consents of KPMG LLP 

28. (a) Protective Life Corporation and Dai-ichi Life Holdings, Inc. Organizational Chart.

 

 

C-13

Exhibit 99.8(j)(i)    
SECOND AMENDMENT TO
FUND PARTICIPATION AGREEMENT
 
This Amendment (this “Amendment”) dated September 1, 2020 amends the Fund Participation Agreement dated July 1, 2017, (the “Agreement”) made by and among Protective Life Insurance Company, a life insurance company organized under the laws of the State of Tennessee, (the “Company”) on behalf of its separate accounts and associated contracts listed on Schedule A to the Agreement, and Northern Lights Variable Trust (the “Trust”) on behalf of its series listed on Schedule B to the Agreement.
 
WHEREAS, the parties wish to amend the Agreement to update the separate accounts listed in Schedule A and the Funds listed in Schedule B;
 
NOW THEREFORE, the Trust and the Company hereby agree to amend the Agreement as follows:
 
  1. Schedules A and B.  Schedules A and B to the Agreement are hereby deleted in their entirety and replaced with Schedules A and B attached hereto.
  2. Ratification and Confirmation of Agreement.  In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis.  To the extent the provisions of the Agreement have not been amended by this Amendment, the Parties hereby confirm and ratify the Agreement.
  3. Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.
  4. Full Force and Effect.  Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.
[The remainder of this page intentionally left blank]
1

IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first above written.
 
 
NORTHERN LIGHTS VARIABLE TRUST ON BEHALF OF EACH FUND LISTED ON SCHEDULE B
PROTECTIVE LIFE INSURANCE COMPANY ON BEHALF OF ITSELF AND EACH SEPARATE ACCOUNT LISTED ON SCHEDULE A
 
 
 
 
By:________________________________
By:_________________________________
Name: Stephanie Shearer
Name:  
Title: Secretary
Title:  
1

SCHEDULE A
Amended and Restated as of December 1, 2020
Separate Accounts and Associated Contracts
Separate Account and Date Established by the Board of Directors
Contracts/Policies Funded by the Separate Account
Protective Variable Life Separate Account (February 22, 1995)
Protective® Investors Choice VUL
Protective® Strategic Objectives VUL
Strategic Objectives VUL II
 
Protective Variable Annuity Separate Account  (December 23, 1993)    
 
 
Protective® Investors Benefit Variable Annuity
PLICO Variable Annuity Account S
(July 2, 2020)
Schwab Genesis Advisory Variable Annuity
Protective COLI PPVUL Separate Account (April 14, 2020)
Protective® Executive Benefits Private Placement VUL
 
 
 
 
 
2

SCHEDULE B
Amended and Restated as of December 1, 2020
 
Participating Portfolios
Fund
Classes
TOPS® Conservative ETF Portfolio
Class 1
Class 2
TOPS® Balanced ETF Portfolio
Class 1
Class 2
TOPS® Moderate Growth ETF Portfolio
Class 1
Class 2
TOPS® Growth ETF Portfolio
Class 1
Class 2
TOPS® Aggressive Growth ETF Portfolio
Class 1
Class 2
TOPS® Managed Risk Growth ETF Portfolio
Class 2
TOPS® Managed Risk Moderate Growth ETF Portfolio
Class 2
TOPS® Managed Risk Balanced ETF Portfolio
Class 2
 
 
3


Exhibit 99.14(b)
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 (No. 333-232740) (the “Registration Statement”) of our report dated March 25, 2019, relating to the consolidated financial statements and financial statement schedules of Protective Life Insurance Company and subsidiaries for the year ended December 31, 2018. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
 
 
/s/ PricewaterhouseCoopers LLP
 
Birmingham, Alabama
August 5, 2021
 
1


Exhibit 99.14(c)
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Protective Life Insurance Company:
We consent to the use of our report dated April 28, 2021, with respect to the financial statements of the subaccounts, which comprise Protective Variable Life Separate Account as of December 31, 2020, and for each of the years or periods in the two-year period then ended, incorporated by reference in the Statement of Additional Information, which is incorporated by reference in this registration statement on Form N-6 and to the reference to our firm under the heading “Experts” in the Statement of Additional Information.
  
/s/ KPMG LLP
Birmingham, Alabama
August 5, 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consent of Independent Registered Public Accounting Firm
 
The Board of Directors
Protective Life Insurance Company:
 
We consent to the use of our report dated March 30, 2021, with respect to the consolidated financial statements of Protective Life Insurance Company and subsidiaries as of December 31, 2020 and 2019, and for the years then ended, and financial statement schedules III to V, incorporated by reference in the Statement of Additional Information, which is incorporated by reference in this registration statement on Form N-6 and to the reference to our firm under the heading “Experts” in the Statement of Additional Information.  Our report dated March 30, 2021 refers to a change in accounting principle due to the adoption of Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses
/s/ KPMG LLP
Birmingham, Alabama
August 5, 2021
 

 Exhibit 99.28(a)

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 )

 

 
1

• 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.

 

2

 

 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

 

3

 

 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

 

 
4

 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

 

5