As filed with the Securities and Exchange Commission on December 8, 2021

 

File No. 333-233415
File No. 811-8108

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

PRE-EFFECTIVE AMENDMENT NO.

 

 POST-EFFECTIVE AMENDMENT NO. 3 ☒

 

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  ☐

 

Amendment No. 334☒

 

Protective Variable Annuity

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)

 

(205) 268-1000

Depositor’s Telephone Number, including Area Code

 

BRADFORD RODGERS, Esquire

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

(Name and Address of Agent for Services)

 

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 December 8, 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 a separate account issued through variable annuity contracts.

 

 

Supplement dated December 8, 2021

to the Prospectus dated May 1, 2021 for

Protective Dimensions IV Variable Annuity

Issued by

Protective Life Insurance Company

Protective Variable Annuity Separate Account

 

This Supplement amends certain information in your Prospectus regarding the Investment Options available under your variable annuity contract (the “Contract”). Please read this Supplement carefully and keep it with your Prospectus for future reference.

 

I. Effective December 13, 2021 (the “Effective Date”), thirty-seven (37) additional Sub-Accounts (the “New Sub-Accounts”) will be available as Investment Options under your Contract. On or after the Effective Date, you may allocate Purchase Payments or transfer Contract Value to any of the New Sub-Accounts in addition to the Sub-Accounts already available to you. If you elected the SecurePay FXi rider, you must continue to allocate your Purchase Payments and Contract Value in accordance with the rider’s Allocation Guidelines and Restrictions in order to maintain the rider.

The assets of each New Sub-Account are invested solely in a corresponding Fund. Each Fund is summarized in the following table:

 

More detailed information concerning the investment objectives, policies and restrictions of the Funds, the expenses of the Funds, the risks attendant to investing in the Funds and other aspects of their operations can be found in the current prospectuses for the Funds. You may obtain a prospectus for any of the Funds by contacting Protective Life Insurance Company at P.O. Box 10648, Birmingham, AL 35202-0648 or calling toll free at 800-456-6330. You should read the Funds’ prospectuses carefully before making an investment decision.

We receive 12b-1 fees from the Funds, their advisers, sub-advisers, and their distributors, or affiliates thereof that are based on a percentage of the average daily net assets of the particular Fund attributable to the Contracts and to certain other variable insurance contracts issued or administered by us. Rule 12b-1 fees are paid out of Fund assets as part of the Fund's total annual operating expenses. The chart below shows the maximum 12b-1 fees we anticipate we will receive from the Funds on an annual basis with the addition of the New Sub-Accounts:

 

II. Beginning on the Effective Date, December 13, 2021, twenty-two (22) currently available Sub-Accounts (the “Closed Sub-Accounts”) will no longer be available as Investment Options under new Contracts.

If your Contract was issued prior to the Effective Date, this change will have no effect on your Contract. You may continue to allocate Purchase Payments and transfer Contract Value to any of the Closed Sub-Accounts.

For Contracts issued on or after the Effective Date, the Closed Sub-Accounts will not be available for allocation of Purchase Payments or transfer of Contract Value. The Closed Sub-Accounts are provided in the following table:

 

If you have any questions about the Investment Options available under your Contract, you may contact us by writing Protective Life Insurance Company at  P.O. Box 10648, Birmingham, AL 35202-0648 or calling toll free at 800-456-6330.

 

This Supplement Should Be Retained with Your Prospectus for Future Reference.

 

 

 

PART C

 

OTHER INFORMATION

 

Item 24.    Financial Statements and Exhibits.

 

(a)	Financial Statements:
All required financial statements are incorporated by reference in Part B of this Registration Statement.
(b)	Exhibits:

 

1. Resolution of the Board of Directors of Protective Life Insurance Company authorizing establishment of the Protective Life Variable Annuity Separate Account is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

2. Not Applicable

 

3. (a) Form of Distribution Agreement among Protective Life Insurance Company, Investment Distributors, Inc. and the Protective Life Variable Annuity Separate Account is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

3. (b) Form of Distribution Agreement between Investment Distributors, Inc. and broker-dealers is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

3. (c) Distribution Agreement between IDI and PLICO is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File No. 333-153041), filed with the Commission on September 16, 2011.

 

3. (c)(i) Second Amended Distribution Agreement between IDI and PLICO is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-190294), filed with the Commission on April 25, 2014.

 

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

 

4. (a) Protective Dimensions IV Contract is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(b) Maximum Anniversary Value Death Benefit is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(c) Guaranteed Account Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(d) Waiver of Surrender Charge Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(e) Return of Purchase Payments Death Benefit Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(f) Benefit Based Fee Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-176657), filed with the Commission on September 2, 2011.

 

(g) Nursing Home Endorsement is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(h) SecurePay FXi Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(i) SecurePay FXi Spousal Continuation Rider is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(j) Roth IRA Endorsement is incorporated herein by reference to the initial Registration Statement on Form N-4 (File No. 333-176657) filed with the Commission on September 2, 2011.

 

(k) Traditional IRA Endorsement is incorporated herein by reference to the initial Registration Statement on Form N-4 (File No. 333-176657) filed with the Commission on September 2, 2011.

 

(l) Enhanced Death Benefit is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

(m) Maximum Quarterly Anniversary Value Death Benefit is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

 

5. Protective Dimensions IV Application is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 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), 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 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 No. 333-153041), 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. Not applicable

 

8. (a) Participation Agreement dated April 30, 2002 (Lord Abbett Series Fund) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-94047), filed with the Commission on April 25, 2002.

 

8. (a) (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. (b) 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), filed with the Commission on February 17, 2004.

 

8. (b) (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. (b) (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 (File No. 333-113070), filed with the Commission on April 25, 2011.

 

8. (b) (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. (b) (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. (c) Participation Agreement dated April 11, 2007 (Fidelity Variable Insurance Products) 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. (c) (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. (c) (ii) Amendment dated October 15, 2020 to Participation Agreement (Fidelity Variable Insurance Products) 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. (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) Rule 22c-2 Shareholder Information Agreement (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. (d) (ii) 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) (iii) 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) (iv) 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. (e) 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. (e) (i) Rule 22c-2 Shareholder Information Agreement (American Funds Insurance Series) 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. (e) (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. (e) (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. (e) (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. (f) 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), filed with the Commission on October 28, 2009.

 

8. (f) (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. (f) (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. (f) (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. (f) (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) (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. (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), 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), 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 November 1, 2009 (PIMCO Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070), filed with the Commission on October 28, 2009.

 

8. (h) (i) Novation of and Amendment dated April 25, 2011 to Participation Agreement (PIMCO Variable Insurance Trust) 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. (h) (ii) Amendment dated April 25, 2011 to Participation Agreement re Summary Prospectuses (PIMCO Variable Insurance Trust) 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. (h) (iii) Amendment dated September 1, 2020 to Participation Agreement (PIMCO Variable Insurance Trust) 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. (h) (iv) Amendment dated April 2, 2021 to Participation Agreement (PIMCO 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. (i) 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. (i) (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. (j) Participation Agreement dated May 1, 2015 (Clayton Street Funds) is incorporated 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. (j) (i) Rule 22c-2 Agreement (Clayton Street Trust) is incorporated herein by reference to Post-Effective Amendment No. 4 to the Form N-4 Registration Statement (File No. 333-190294), filed with the Commission on April 26, 2016.

 

8. (j) (ii) Amendment dated September 1, 2020 to Participation Agreement (Clayton Street 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. (j) (iii) Amendment date December 10, 2020 to Participation Agreement (Clayton Street Funds) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the N-4 Registration Statement (File No. 333-240193), filed with the Commission on November 24, 2020.

 

 

9. Opinion of Bradford Rodgers, Esq.

- Filed herein.

 

10. (a) Consent of Eversheds Sutherland (US) LLP

- Filed herein.

 

10. (b) Consent of PricewaterhouseCoopers LLP

- Filed herein.

 

10. (c) Consents of KPMG LLP

- Filed herein.

 

11. No financial statements will be omitted from Item 23

 

12. Not applicable

 

13. Powers of Attorney-  is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on April 29, 2021.

 

 

 

Item 25.    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, 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, Acquisitions and Corporate Development
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
Kane, Nancy		Executive Vice President, Acquisitions and Corporate Development
Karchunas, M. Scott		Senior Vice President, and President, Asset Protection Division
Kohler, Matthew		Senior Vice President, 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
Rahman, Pooja T.		Senior Vice President, and Chief Risk 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
Wahlheim, Cary T.		Senior Vice President and Senior Counsel
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.

 

Item 26.    Persons Controlled by or Under Common Control With the Depositor or the Registrant.

 

 

Item 27.    Number of Contractowners.

 

As of October 31,  2021, there were 2,009 qualified and 1,824 non-qualified  contract owners of Protective Dimensions IV Variable Annuity individual flexible premium deferred variable and fixed annuity contracts offered by Registrant.

 

Item 28.    Indemnification of Directors and Officers.

 

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 is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the 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 29.    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, 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)         The following information is furnished with respect to the officers and directors of Investment Distributors, Inc.

 

 

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

 

(c)          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
Investment Distributors, Inc.		N/A		None		N/A		N/A

 

Item 30.    Location of Accounts and Records.

 

All accounts and records required to be maintained by Section 31(c) 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 31.    Management Services.

 

All management contracts are discussed in Part A or Part B.

 

Item 32.    Undertakings.

 

(a)         Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payments under the variable annuity contracts may be accepted.

 

(b)         Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectuses that the applicant can remove to send for a Statement of Additional Information.

 

(c)          Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.

 

(d)         Protective Life hereby represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Protective Life.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 8, 2021.

 

	PROTECTIVE VARIABLE ANNUITY SEPARATE ACCOUNT
	BY:	*
		Richard J. Bielen, President
		Protective Life Insurance Company
	PROTECTIVE LIFE INSURANCE COMPANY
	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-4 has been signed by the following persons in the capacities and on the dates indicated:

 

Signature			Title		Date
*			Chairman of the Board, President		December 8, 2021
Richard J. Bielen			Chief Executive Officer, and Director
			(Principal Executive Officer)
*			Executive Vice President, Chief Financial Officer		December 8, 2021
Steven G. Walker			and Director (Principal Accounting and Financial Officer)
*			Vice Chairman, Chief Operating Officer, and Director		December 8, 2021
Michael G. Temple
*BY:	/S/ BRADFORD RODGERS				December 8, 2021
Bradford Rodgers
Attorney-in-Fact

 

 

 

Exhibit List

8.	(m) (ii) Participation Agreement dated November 23, 2021 (Columbia Funds Variable Series Trust II)
9.	Opinion of Bradford Rodgers, Esq.\

10.	(a) Consent of Eversheds Sutherland (US) LLP
10.	(b) Consent of PricewaterhouseCoopers LLP
10.	(c) Consents of KPMG LLP

 

 

AMENDMENT TO PROTECTIVE LIFE INSURANCE

COMPANY PARTICIPATION AGREEMENT

 

Columbia Funds Variable Series Trust II, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., and Protective Life Insurance Company hereby amend the Participation Agreement (“Agreement”) dated April 12, 2021, as amended, by doing the following:

 

 

 

IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized signatures, intending that this Amendment be effective as of the______day of ___________, 2021.

 

Protective Life Insurance Company

By:

Title:

Date:

 

Columbia Funds Variable Series Trust II

By:

Title:

Date:

 

Columbia Management Investment Advisers, LLC

By:

Title:

Date:

Columbia Management Investment Distributors, Inc.

By:

Title:

Date:

 

SCHEDULE A

 

CONTRACTS

 

 

 

Protective Executive Benefits Private Placement VUL

Protective Executive Benefits Registered VUL

Protective Investors Benefit Advisory Variable Annuity

Schwab Genesis Variable Annuity

Schwab Genesis Advisory Variable Annuity

Protective Investors Series Variable Annuity

PVA II B Series Variable Annuity

 

BRADFORD RODGERS

Vice President and Senior Counsel

Writer’s Direct Number: (205) 268-1113

Facsimile Number: (205) 268-3597

Toll-Free Number: (800) 627-0220

E-mail: brad.rodgers@protective.com

 

December 8, 2021

 

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

 

Gentlemen:

 

This opinion is submitted with respect to the registration statement on Form N-4, file number 811-8108, to be filed by Protective Life Insurance Company (the “Company”), as depositor, and Protective Variable Annuity Separate Account (the “Separate Account”), as registrant, with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.  The flexible premium deferred variable annuity contracts registered under this registration statement will be known as “Protective Dimensions IV.”  I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

 

1.                                      The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Tennessee and is a validly existing corporation.

 

2.                                      The Separate Account is a duly authorized and validly existing separate account pursuant to the Tennessee Insurance Code and the regulations issued thereunder.

 

3.                                      Assets allocated to the Separate Account will not be chargeable with liabilities arising out of any other business the Company may conduct.

 

4.                                      The Contracts, to be issued as contemplated by the Form N-4 registration statement, when issued and delivered will constitute legally issued and binding obligations of the Company in accordance with their terms.

 

I hereby consent to the filing of this opinion as an exhibit to the Form N-4 registration statement for the Contracts and the Separate Account.

 

Exhibit 10(a)

 

EVERSHEDS SUTHERLAND (US) LLP

 

THOMAS E. BISSET

DIRECT LINE: 202.383.0118

E-mail: ThomasBisset@eversheds-sutherland.com

 

December 8, 2021

 

VIA EDGAR

 

Board of Directors

Protective Insurance Company

2801 Highway 280 South

Birmingham, AL 35223

 

Re:         Protective Dimensions IV

Post-Effective Amendment No. 3

 

Directors:

 

We hereby consent to the reference to our name under the caption “Legal Matters” in the Statement of Additional Information filed as part of the Registration Statement on Form N-4 (File No. 333-233415) by Protective Life Insurance Company and Protective Variable Annuity Separate Account with the Securities and Exchange Commission.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

 

 

Exhibit 10(b)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (No. 333-233415) (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

December 7, 2021

 

Exhibit 10(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 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-4 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
December 7, 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 April 28, 2021, with respect to the financial statements of the subaccounts, which comprise Protective Variable Annuity 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-4 and to the reference to our firm under the heading “Experts” in the Statement of Additional Information.

 

/s/ KPMG LLP

Birmingham, Alabama
December 7, 2021