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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/15/13 Sep Acct A of Pacific Life Ins Co 485BPOS 10/15/13 6:509K RR Donnelley/FA → Separate Account A of Pacific Life Insurance Co. (811-08946) ⇒ Pacific Voyages |
Document/Exhibit Description Pages Size 1: 485BPOS Voyages HTML 241K 2: EX-99.8.(D)(1) First Amendment to Participation Agreement HTML 15K 3: EX-99.8.(D)(2) Second Amendment to Participation Agreement HTML 22K 4: EX-99.8.(D)(4) Fourth Amendment to Participation Agreement HTML 14K 5: EX-99.8.(MM) Fund Participation and Service Agreement With HTML 97K American Funds 6: EX-99.8.(NN) Business Agreement With American Funds HTML 66K
Voyages |
As filed with the Securities and Exchange Commission on October 15, 2013.
Registration Nos. 333-136597
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 |
x | |||
Pre-Effective Amendment No. |
¨ | |||
Post-Effective Amendment No. 29 |
x | |||
and/or |
||||
REGISTRATION STATEMENT UNDER |
||||
THE INVESTMENT COMPANY ACT OF 1940 |
x | |||
Amendment No. 418 |
x |
(Check appropriate box or boxes)
SEPARATE ACCOUNT A
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)
(949) 219-3943
(Depositor’s Telephone Number, including Area Code)
Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive Newport Beach, California 92660 (Name and address of agent for service)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
¨ | immediately upon filing pursuant to paragraph (b) of Rule 485 |
x | on October 15, 2013 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 |
If appropriate, check the following box:
¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered: Interests in the Separate Account under Pacific Voyages individual flexible premium variable annuity contracts.
Filing Fee: None
Prospectus
(Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-13-002245 filed on April 15, 2013, supplemented May 16, 2013, Accession No. 0001193125-13-223833, and incorporated by reference herein.)
SAI
(Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-13-002245 filed on April 15, 2013, and incorporated by reference herein.)
Supplement dated October 15, 2013 to the Prospectus dated May 1, 2013,
for the variable annuity contract issued by Pacific Life Insurance Company
Capitalized terms used in this supplement are defined in the Prospectus unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.
This supplement must be preceded or accompanied by the Prospectus dated May 1, 2013, as supplemented. Please retain it for future reference.
On November 1, 2013, the following Investment Options will be available:
AMERICAN FUNDS INSURANCE SERIES® | INVESTMENT GOAL | MANAGER | ||
American Funds IS Global Growth FundSM Class 4 | Provide you with long-term growth of capital. | Capital Research and Management CompanySM | ||
American Funds IS International Growth and Income FundSM Class 4 | Provide you with long-term growth of capital while providing current income. | Capital Research and Management Company | ||
American Funds IS Managed Risk Asset Allocation FundSM Class P2 (formerly called Protected Asset Allocation Fund) |
Provide you with high total return (including income and capital gains) consistent with preservation of capital over the long term while seeking to manage volatility and provide downside protection. | Capital Research and Management Company | ||
American Funds IS New World Fund® Class 4 | Long-term capital appreciation. | Capital Research and Management Company | ||
American Funds IS U.S. Government/AAA-Rated Securities FundSM Class 4 | Provide a high level of current income consistent with preservation of capital. | Capital Research and Management Company | ||
FIDELITY® VARIABLE INSURANCE PRODUCTS FUNDS |
INVESTMENT GOAL | MANAGER | ||
Fidelity VIP Strategic Income Service Class 2 | Seeks high level of current income. The fund may also seek capital appreciation. | Fidelity Management & Research Co., Inc. |
For more information on the new Fund portfolios, including a discussion of the investment techniques, charges and expenses, and risks associated with each portfolio’s investments, see the applicable Fund prospectus. You can obtain an applicable Fund prospectus by contacting your financial advisor or online at www.PacificLife.com.
In addition to the transfer restrictions and limitations outlined in the prospectus, Transfers and Market-timing Restrictions pertaining to the new Fund portfolios referenced above are as follows:
Only 2 transfers into or out of each American Funds (American Funds IS Global Growth Fund, American Funds IS International Growth and Income Fund, American Funds IS New World Fund, American Funds IS Managed Risk Asset Allocation Fund, American Funds IS U.S. Government/AAA-Rated Securities Fund) Investment Option may occur in any calendar month.
The Investment Advisers subsection under the YOUR INVESTMENT OPTIONS section is amended to include the following:
Capital Research and Management Company is the investment adviser of the American Funds Insurance Series.
The following portfolio has been added as an allowable Investment Option under the Investment Allocation Requirements subsection in the OPTIONAL LIVING BENEFIT RIDERS section:
American Funds IS Managed Risk Asset Allocation Fund
The second paragraph of the Service Arrangements subsection under the ADDITIONAL INFORMATION section is amended to include the following:
American Fund Insurance Series pays us for each American Fund Insurance Series Funds (Class 4 and Class P2) held by our separate accounts.
The term Fund under the TERMS USED IN THIS PROSPECTUS section is amended to include the following:
American Funds Insurance Series
Subadviser Changes for Pacific Select Fund
The subadviser for the Floating Rate Loan Portfolio is Boston Management and Research, doing business as Eaton Vance Investment Management. The subadviser for the Currency Strategies Portfolio is UBS Global Asset Management (Americas) Inc. and Macro Currency Group. The subadviser for the Mid-Cap Growth Portfolio is Ivy Investment Management Company.
For more information on the subadviser changes, see the Pacific Select Fund Prospectus. You can obtain a Pacific Select Fund prospectus and any supplements by contacting your financial advisor or online at www.PacificLife.com/PacificSelectFund.htm.
The Same Sex Spouses subsection in FEDERAL TAX ISSUES is deleted in its entirety.
Form No. VASUP1013
PART II
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) | Financial Statements |
Part A: None
Part B:
(1) | Registrant’s Financial Statements |
Audited Financial Statements dated as of December 31, 2012 and for each of the periods presented which are incorporated by reference from the 2012 Annual Report include the following for Separate Account A:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
(2) | Depositor’s Financial Statements |
Audited Consolidated Financial Statements dated as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, included in Part B include the following for Pacific Life:
Independent Auditors’ Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder’s Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) | Exhibits |
1. |
(a) | Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A; Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0000898430-96-001377 filed on April 19, 1996, and incorporated by reference herein. | ||||||
(b) | Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws; Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998, and incorporated by reference herein. |
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2. | Not applicable | |||||||
3. | (a) | Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD); Included in Registrant’s Form N-4, File No. 333-60883, Accession No. 0000950123-11-061492 filed on June 24, 2011, and incorporated by reference herein. | ||||||
(b) | Form of Selling Agreement between Pacific Life, PSD and Various Broker Dealers; Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein. | |||||||
4. | (a) | Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1130); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. | ||||||
(b) | (1) | 403(b) Tax-Sheltered Annuity Rider (Form No. 20-15200); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. | ||||||
(2) | 403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(c) | Section 457 Plan Rider (Form No. 24-123799); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. | |||||||
(d) | Individual Retirement Annuity Rider (Form No. 20-18900); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein. | |||||||
(e) | Roth Individual Retirement Annuity Rider (Form No. 20-19000); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein. | |||||||
(f) | SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein. | |||||||
(g) | Qualified Retirement Plan Rider (Form No. 20-14200); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. | |||||||
(h) | Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900); Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein. | |||||||
(i) | Guaranteed Protection Advantage 5 Rider (Form No. 20-19600); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004, and incorporated by reference herein. | |||||||
(j) | (1) | Income Access Rider (Form No. 20-1104); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004, and incorporated by reference herein. | ||||||
(2) | Income Access Endorsement (Form No. 15-1122); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-05-000440 filed on June 15, 2005, and incorporated by reference herein. | |||||||
(3) | Excess Withdrawal Endorsement (Form No. 15-1152C); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(k) | (1) | DCA Plus Fixed Option Rider (Form No. 20-1103); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003, and incorporated by reference herein. | ||||||
(2) | DCA Plus Fixed Option Rider (Form No. ICC 11:20-1219); Included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein. | |||||||
(l) | Guaranteed Income Annuity Rider (Form No. 20-1118); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004, and incorporated by reference herein. | |||||||
(m) | Stepped-Up Death Benefit Rider (Form No. 20-1117); Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004, and incorporated by reference herein. | |||||||
(n) | (1) | 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-001482 filed on December 20, 2006, and incorporated by reference herein. | ||||||
(2) | Excess Withdrawal Endorsement (Form No. 15-1152); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(o) | (1) | Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-07-000095 filed on February 9, 2007, and incorporated by reference herein. | ||||||
(2) | Excess Withdrawal Endorsement (Form No. 15-1152B); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(p) | Guaranteed Protection Advantage 3 Rider (Form No. 20-1145); Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007, and incorporated by reference herein. | |||||||
(q) | (1) | Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146); Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007, and incorporated by reference herein. |
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(2) | Excess Withdrawal Endorsement (Form No. 15-1152); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(r) | Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(s) | Guaranteed Withdrawal Benefit Rider (Form No. 20-1154); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(t) | Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(u) | Core Withdrawal Benefit Rider (Form No. 20-1162); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-09-000061 filed on February 9, 2009, and incorporated by reference herein. | |||||||
(v) | Guaranteed Withdrawal Benefit IV Rider (Form No. 20-1176); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-09-050719 filed on October 16, 2009, and incorporated by reference herein. | |||||||
(w) | Core Withdrawal Benefit II Rider (Form No. 20-1178); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(x) | Guaranteed Withdrawal Benefit V Rider — Single Life (Form No. ICC 10:20-1194); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-115910 filed on December 23, 2010, and incorporated by reference herein. | |||||||
(y) | Guaranteed Withdrawal Benefit V Rider — Joint Life (Form No. ICC 10:20-1195); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-115910 filed on December 23, 2010, and incorporated by reference herein. | |||||||
(z) | Guaranteed Withdrawal Benefit VII Rider — Single Life (Form No. ICC 11:20-1204); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(aa) | Guaranteed Withdrawal Benefit VII Rider — Joint Life (Form No. ICC 11:20-1205); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(bb) | Guaranteed Withdrawal Benefit XII Rider — Single Life (Form No. ICC12:20-1256); Included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein. | |||||||
(cc) | Guaranteed Withdrawal Benefit XII Rider — Joint Life (Form No. ICC12:20-1257); Included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein. | |||||||
(dd) | Guaranteed Withdrawal Benefit X Rider — Single Life (Form No. ICC12:20-1258); Included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0000950123-13-002336 filed on April 18, 2013 and incorporated by reference herein. | |||||||
(ee) | Guaranteed Withdrawal Benefit X Rider — Joint Life (Form No. ICC12:20-1259); Included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0000950123-13-002336 filed on April 18, 2013 and incorporated by reference herein. | |||||||
(ff) | Guaranteed Withdrawal Benefit XIII Rider (Form No. ICC12:20-1263); Included in Registration Statement on Form N- 4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein. | |||||||
(gg) | Guaranteed Minimum Accumulation Benefit Rider (Form No. ICC12:20-1254); Included in Registration Statement on Form N- 4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein. | |||||||
5. | (a) | Variable Annuity Application. (Form No. 25-1130); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. | ||||||
6. | (a) | Pacific Life’s Articles of Incorporation; Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998, and incorporated by reference herein. | ||||||
(b) | By-laws of Pacific Life; Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998, and incorporated by reference herein. | |||||||
(c) | Pacific Life’s Restated Articles of Incorporation; Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein. | |||||||
(d) | By-laws of Pacific Life As Amended September 1, 2005; Included in Registrant’s Form N-4, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein. | |||||||
7. | Form of Reinsurance Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000624 filed on April 22, 2008, and incorporated by reference herein. | |||||||
8. | (a) | Pacific Select Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001, and incorporated by reference herein. | ||||||
(b) | Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select Distributions, Inc., American Funds Insurance Series, American Funds Distributors, and Capital Research and Management Company; Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000892569-05-000253 filed on April 19, 2005, and incorporated by reference herein. | |||||||
(c) | Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(d) | Form of BlackRock Variable Series Fund, Inc. Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement. | |||||||
(2) | Second Amendment to Participation Agreement. | |||||||
(3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(4) | Fourth Amendment to Participation Agreement. | |||||||
(e) | Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. |
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(2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(f) | Form of AllianceBernstein Investments, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(g) | Form of BlackRock Distributors, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(1) | Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(h) | Form of Franklin Templeton Services, LLC Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein. | |||||||
(1) | First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(2) | Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(3) | Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(i) | Form of AIM Variable Insurance Funds Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(j) | Form of Invesco Aim Distributors, Inc. Distribution Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(k) | Form of Invesco Aim Advisors, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(l) | Form of GE Investments Funds, Inc. Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(1) | Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(m) | Form of GE Investment Distributors, Inc. Distribution and Services Agreement (Amended and Restated); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(n) | Form of Van Kampen Life Investment Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(o) | Form of Van Kampen Funds, Inc. Shareholder Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(p) | Form of Van Kampen Asset Management Administrative Services Letter Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein. | |||||||
(q) | Form of GE Investments Funds, Inc. Investor Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(1) | First Amendment to Investor Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(r) | Form of PIMCO Variable Insurance Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(s) | Form of Allianz Global Investors Distributors LLC Selling Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(t) | Form of PIMCO LLC Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(1) | Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. |
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(u) | Form of MFS Variable Insurance Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-11-036416 filed on April 18, 2011, and incorporated by reference herein. | |||||||
(v) | Form of MFS Variable Insurance Trust Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein. | |||||||
(w) | Participation Agreement with Fidelity Variable Insurance Products (Variable Insurance Products Funds, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Funds V); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(x) | Service Contract with Fidelity Distributors Corporation; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(1) | Amendment to Service Contract; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(y) | Participation Agreement with First Trust Variable Insurance Trust; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(z) | Administrative Services Agreement with First Trust Variable Insurance Trust; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(aa) | Support Agreement with First Trust Advisors L.P.; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-12-006359 filed on April 23, 2012, and incorporated by reference herein. | |||||||
(bb) | Form of American Century Investment Services, Inc. Participation Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012. | |||||||
(cc) | Form of American Century Investment Services, Inc. Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012. | |||||||
(1) | First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(dd) | Participation Agreement with Janus Aspen Series; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(ee) | Distribution and Shareholder Service Agreement with Janus Capital Management LLC; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007. | |||||||
(ff) | Administrative Services Agreement with Janus Distributors LLC; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007. | |||||||
(gg) | Form of Lord Abbett Series Fund, Inc. Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein. | |||||||
(hh) | Form of Lord Abbett Series Fund, Inc. Service Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein. | |||||||
(ii) | Form of Lord Abbett Series Fund, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein. | |||||||
(jj) | Form of Lord Abbett Series Fund, Inc. Support Payment Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(1) | First Amendment to Support Payment Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(kk) | Participation Agreement with Van Eck Worldwide Insurance Trust; Included in Registrant’s Form N-6, File No. 033-21754, Accession No. 0000892569-05-000254 filed on April 19, 2005, and incorporated by reference herein. | |||||||
(1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. |
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(ll) | Service Agreement with Van Eck Securities Corporation; Included in Registrant’s Form N-6, File No. 333-118913, Accession No. 0000892569-05-000054 filed on February 10, 2005,and incorporated by reference herein. | |||||||
(1) | First Amendment to Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. | |||||||
(mm) | Fund Participation and Service Agreement with American Funds. | |||||||
(nn) | Business Agreement with American Funds. | |||||||
9. |
Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein. |
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10. |
Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-13-002245 filed on April 15, 2013, and incorporated by reference herein. | |||||||
11. |
Not applicable | |||||||
12. |
Not applicable | |||||||
13. |
Powers of Attorney; Included in Registrant’s Form N-4, File No. 333-184973, Accession No. 0000950123-13-000795 filed on February 5, 2013, and incorporated by reference herein. |
Item 25. Directors and Officers of Pacific Life
Name and Address | Positions and Offices with Pacific Life | |||||
James T. Morris | Director, Chairman and Chief Executive Officer | |||||
Khanh T. Tran | Director and President | |||||
Adrian S. Griggs | Executive Vice President and Chief Financial Officer | |||||
Sharon A. Cheever | Director, Senior Vice President and General Counsel | |||||
Jane M. Guon | Director, Vice President and Secretary | |||||
Edward R. Byrd | Senior Vice President and Chief Accounting Officer | |||||
Brian D. Klemens | Vice President and Controller | |||||
Dewey P. Bushaw | Executive Vice President | |||||
Joseph W. Krum | Vice President and Treasurer |
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
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Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A.
The following is an explanation of the organization chart of Pacific Life’s subsidiaries:
Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Jurisdiction of Incorporation or Organization |
Percentage of Ownership by its Immediate Parent | |||
Pacific Mutual Holding Company |
Nebraska | |||
Pacific LifeCorp |
Delaware | 100 | ||
Pacific Life Insurance Company |
Nebraska | 100 | ||
Pacific Life & Annuity Company |
Arizona | 100 | ||
Pacific Select Distributors, Inc. |
California | 100 | ||
Pacific Asset Holding LLC |
Delaware | 100 | ||
Pacific TriGuard Partners LLC |
Delaware | 100 | ||
Grayhawk Golf Holdings, LLC |
Delaware | 95 | ||
Grayhawk Golf L.L.C. |
Arizona | 100 | ||
Las Vegas Golf I, LLC |
Delaware | 100 | ||
Angel Park Golf, LLC |
Nevada | 100 | ||
CW Atlanta, LLC |
Delaware | 100 | ||
City Walk Towers, LLC |
Delaware | 100 | ||
Kierland One, LLC |
Delaware | 100 | ||
Kinzie Member, LLC |
Delaware | 100 | ||
Parcel B Owner LLC |
Delaware | 88 | ||
Kinzie Parcel A Member, LLC |
Delaware | 100 | ||
Parcel A Owner LLC |
Delaware | 90 | ||
PL/KBS Fund Member, LLC |
Delaware | 100 | ||
KBS/PL Properties, L.P. |
Delaware | 99.9 | ||
Wildflower Member, LLC |
Delaware | 100 | ||
Epoch-Wildflower, LLC |
Florida | 99 | ||
Sedona Golf Club, LLC |
Delaware | 100 | ||
Glenoaks Golf Club, LLC |
Delaware | 100 | ||
Polo Fields Golf Club, LLC |
Delaware | 100 | ||
PL Regatta Member, LLC |
Delaware | 100 | ||
Regatta Apartments Investors, LLC |
Delaware | 90 | ||
Pacific Asset Loan LLC |
Delaware | 100 | ||
PL Vintage Park Member, LLC |
Delaware | 100 | ||
PL Broadstone Avena Member, LLC |
Delaware | 100 | ||
Broadstone Avena Investors, LLC |
Delaware | 90 | ||
PAR Industrial LLC |
Delaware | 100 | ||
Confederation Life Insurance and Annuity Company |
Georgia | 100 | ||
Pacific Asset Advisors LLC |
Delaware | 100 | ||
Pacific Life Fund Advisors LLC |
Delaware | 100 | ||
Pacific Alliance Reinsurance Company of Vermont |
Vermont | 100 | ||
Pacific Global Advisors LLC |
Delaware | 100 | ||
PGA Multi-Strategy Liquid Alternatives GP, LLC # |
Delaware | 100 | ||
Pacific Services Canada Limited |
Canada | 100 | ||
Pacific Life Reinsurance Company II Limited |
Barbados | 100 | ||
Aviation Capital Group Corp. |
Delaware | 100 | ||
ACG Acquisition 4063 LLC |
Delaware | 100 | ||
ACG Acquisition 4084 LLC |
Delaware | 100 | ||
ACG Acquisition Ireland III Limited |
Ireland | 100 | ||
ACG Acquisition Ireland V Ltd. |
Ireland | 100 | ||
ACG Acquisition 4658 LLC |
Delaware | 100 | ||
ACG Acquisition 4913 LLC |
Delaware | 100 | ||
ACG Acquisition 4941 LLC |
Delaware | 100 | ||
ACG Acquisition 4942 LLC |
Delaware | 100 | ||
ACG Acquisition 4891 LLC |
Delaware | 100 | ||
ACG Acquisition 5063 LLC |
Delaware | 100 | ||
ACG Acquisition 5136 LLC |
Delaware | 100 | ||
ACG Acquisition 38105 LLC |
Delaware | 100 | ||
ACG Acquisition 38106 LLC |
Delaware | 100 | ||
ACG Acquisition 4864 LLC |
Delaware | 100 | ||
ACG Acquisition 4883 LLC |
Delaware | 100 | ||
ACG Acquisition 5096 LLC |
Delaware | 100 | ||
ACG Acquisition 5193 LLC |
Delaware | 100 | ||
ACG Acquisition 5278 LLC |
Delaware | 100 | ||
ACG Acquisition 5299 LLC |
Delaware | 100 | ||
ACG Acquisition 38884 LLC |
Delaware | 100 | ||
ACG Acquisition 38885 LLC |
Delaware | 100 | ||
ACG Acquisition 39891 LLC |
Delaware | 100 | ||
ACG Acquisition 40547 LLC |
Delaware | 100 | ||
ACG ECA Ireland Limited |
Ireland | 100 | ||
ACG Bermuda Leasing Limited |
Bermuda | 100 |
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ACG Acquisition BR 2012-10A LLC |
Delaware | 100 | ||
ACG Acquisition BR 2012-10B LLC |
Delaware | 100 | ||
ACG Acquisition BR 2012-11 LLC |
Delaware | 100 | ||
ACG Acquisition BR 2013-02 LLC |
Delaware | 100 | ||
ACG Acquisition 2688 LLC |
Delaware | 100 | ||
ACG Acquisition 5661 LLC |
Delaware | 100 | ||
ACG Acquisition 38881 LLC |
Delaware | 100 | ||
ACG Acquisition 39886 LLC |
Delaware | 100 | ||
ACG Acquisition 299495 LLC |
Delaware | 100 | ||
ACG Acquisition 5527 LLC |
Delaware | 100 | ||
ACGFS LLC |
Delaware | 100 | ||
ACG Acquisition 5446 LLC |
Delaware | 100 | ||
ACG Acquisition 5716 LLC |
Delaware | 100 | ||
ACG Acquisition 40544 LLC |
Delaware | 100 | ||
ACG Acquisition 39887 LLC |
Delaware | 100 | ||
ACG Acquisition 299496 LLC |
Delaware | 100 | ||
ACG Acquisition 5754 LLC |
Delaware | 100 | ||
ACG Acquisition 5841 LLC |
Delaware | 100 | ||
San Miguel Leasing Cayman Limited |
Cayman Islands | 100 | ||
ACG Acquisitions Sweden AB |
Sweden | 100 | ||
ACG Acquisition VI LLC |
Nevada | 50 | ||
ACG Acquisition XIX LLC |
Delaware | 20 | ||
ACG XIX Holding LLC |
Delaware | 100 | ||
Aviation Capital Group Trust |
Delaware | 100 | ||
ACG Acquisition XX LLC |
Delaware | 100 | ||
ACG Acquisition (Bermuda) Ltd. |
Bermuda | 100 | ||
ACG Acquisition Ireland Limited |
Ireland | 100 | ||
ACG Acquisition Labuan Ltd. |
Labuan | 100 | ||
ACG Acquisition XXI LLC |
Delaware | 100 | ||
ACG Trust 2004-1 Holding LLC |
Delaware | 100 | ||
ACG Funding Trust 2004-1 |
Delaware | 100 | ||
ACG Trust II Holding LLC |
Delaware | 100 | ||
Aviation Capital Group Trust II |
Delaware | 100 | ||
ACG Acquisition XXV LLC |
Delaware | 100 | ||
ACG Acquisition 37 LLC |
Delaware | 100 | ||
ACG Acquisition 38 LLC |
Delaware | 100 | ||
ACG Acquisition Ireland II Limited |
Ireland | 100 | ||
ACG Acquisition (Bermuda) II Ltd. |
Bermuda | 100 | ||
ACG Acquisition XXIX LLC |
Delaware | 100 | ||
ACG Acquisition 31 LLC |
Delaware | 100 | ||
ACG Acquisition 32 LLC |
Delaware | 100 | ||
ACG Acquisition 33 LLC |
Delaware | 100 | ||
ACG Acquisition 36 LLC |
Delaware | 100 | ||
ACG Acquisition 39 LLC |
Delaware | 100 | ||
ACG Acquisition 35 LLC |
Delaware | 100 | ||
Boullioun Aviation Services Inc. |
Washington | 100 | ||
Boullioun Aircraft Holding Company, Inc. |
Washington | 100 | ||
Boullioun Portfolio Finance III LLC |
Nevada | 100 | ||
ACG ECA Bermuda Limited |
Bermuda | 100 | ||
ACG III Holding LLC |
Delaware | 100 | ||
ACG Trust III |
Delaware | 100 | ||
RAIN I LLC |
Delaware | 100 | ||
RAIN II LLC |
Delaware | 100 | ||
RAIN III LLC |
Delaware | 100 | ||
RAIN IV LLC |
Delaware | 100 | ||
RAIN V LLC |
Delaware | 100 | ||
RAIN VI LLC |
Delaware | 100 | ||
RAIN VII LLC |
Delaware | 100 | ||
RAIN VIII LLC |
Delaware | 100 | ||
ACG Acquisition 30271 LLC |
Delaware | 100 | ||
ACG Acquisition 30744 LLC |
Delaware | 100 | ||
ACG Acquisition 30745 LLC |
Delaware | 100 | ||
ACG Acquisition 30293 LLC |
Delaware | 100 | ||
ACG Acquisition 1176 LLC |
Delaware | 100 | ||
0179 Statutory Trust |
Connecticut | 100 | ||
ACG Acquisition 30277 LLC |
Delaware | 100 | ||
Bellevue Aircraft Leasing Limited |
Ireland | 100 | ||
Rainier Aircraft Leasing (Ireland) Limited |
Ireland | 100 | ||
ACG Acquisition (Cyprus) Ltd. |
Cyprus | 100 | ||
ACG Acquisition (Bermuda) III Ltd. |
Bermuda | 100 | ||
ACG 2006-ECA LLC |
Delaware | 100 | ||
ACG Acquisition 2692 LLC |
Delaware | 100 | ||
ACG ECA-2006 Ireland Limited |
Ireland | 100 | ||
ACG Acquisition 2987 LLC |
Delaware | 100 | ||
ACG Acquisition Aruba NV |
Aruba | 100 | ||
Aviation Capital Group Singapore Pte. Ltd. |
Singapore | 100 | ||
ACG International Ltd. |
Bermuda | 100 | ||
ACG Acquisition 2004-1 Ireland Limited |
Ireland | 100 | ||
ACG 2004-1 Bermuda Limited |
Bermuda | 100 | ||
ACG Capital Partners Singapore Pte. Ltd. |
Singapore | 50 | ||
ACGCPS 2011 Pte. Ltd. |
Singapore | 100 |
II-9
ACG Capital Partners Bermuda Limited |
Bermuda | 100 | ||
Bellevue Coastal Leasing LLC |
Washington | 100 | ||
ACG Capital Partners Ireland Limited |
Ireland | 100 | ||
ACG Capital Partners LLC |
Delaware | 100 | ||
ACG Acquisition 30288 LLC |
Delaware | 100 | ||
ACG Trust 2009-1 Holding LLC |
Delaware | 100 | ||
ACG Funding Trust 2009-1 |
Delaware | 100 | ||
ACG Acquisition 29677 LLC |
Delaware | 100 | ||
CIAF Leasing |
Egypt | 10 | ||
CIAF Leasing 1 Limited |
Ireland | 100 | ||
Pacific Asset Funding, LLC |
Delaware | 100 | ||
Pacific Life & Annuity Services, Inc. |
Colorado | 100 | ||
Bella Sera Holdings, LLC |
Delaware | 100 | ||
Pacific Life Re Holdings LLC |
Delaware | 100 | ||
Pacific Life Re Holdings Limited |
U.K. | 100 | ||
Pacific Life Re Services Limited |
U.K. | 100 | ||
Pacific Life Re Limited |
U.K. | 100 | ||
UnderwriteMe Limited |
U.K. | 51 | ||
Pacific Life Reinsurance (Barbados) Ltd. |
Barbados | 100 | ||
Pacific Alliance Excess Reinsurance Company |
Vermont | 100 | ||
Pacific Annuity Reinsurance Company |
Arizona | 100 |
# = Abbreviated structure
II-10
Item 27. Number of Contractholders
Pacific Voyages—Approximately | 46,374 Qualified | |
26,748 Non Qualified |
Item 28. Indemnification
(a) | The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, Inc. (PSD) provides substantially as follows: |
Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.
PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.
(b) | The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers and Agency (Selling Entities) provides substantially as follows: |
Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.
II-11
Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.
II-12
Item 29. Principal Underwriters
(a) | PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, COLI IV Separate Account, COLI V Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company, Separate Account I of Pacific Life Insurance Company, Separate Account I of Pacific Life & Annuity Company. |
(b) | For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference. |
(c) | PSD retains no compensation or net discounts or commissions from the Registrant. |
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.
Item 31. Management Services
Not applicable
Item 32. Undertakings
The registrant hereby undertakes:
(a) | to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted. |
(b) | to include either (1) as a 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 post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus. |
(c) | to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. |
II-13
Additional Representations
(a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.
(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)-(d) of the Rule have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Annuity Contract (“Contract”) described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.
II-14
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 caused this Post-Effective Amendment No. 29 to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned thereunto duly authorized in the City of Newport Beach, and the State of California on this 15th day of October, 2013.
SEPARATE ACCOUNT A (Registrant) | ||
By: | PACIFIC LIFE INSURANCE COMPANY | |
By: |
| |
James T. Morris* | ||
Director, Chairman and Chief Executive Officer | ||
By: | PACIFIC LIFE INSURANCE COMPANY | |
(Depositor) | ||
By: |
| |
James T. Morris* | ||
Director, Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 29 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
James T. Morris* |
Director, Chairman and Chief Executive Officer | October 15, 2013 | ||
Khanh T. Tran* |
Director and President | October 15, 2013 | ||
Adrian S. Griggs* |
Executive Vice President and Chief Financial Officer | October 15, 2013 | ||
|
Director, Senior Vice President and General Counsel | October 15, 2013 | ||
Jane M. Guon* |
Director, Vice President and Secretary | October 15, 2013 | ||
Edward R. Byrd* |
Senior Vice President and Chief Accounting Officer | October 15, 2013 | ||
Brian D. Klemens* |
Vice President and Controller | October 15, 2013 | ||
Deway P. Bushaw* |
Executive Vice President | October 15, 2013 | ||
Joseph W. Krum* |
Vice President and Treasurer | October 15, 2013 |
*By: | October 15, 2013 | |||||
Sharon A. Cheever | ||||||
as attorney-in-fact |
(Powers of Attorney are contained in Pre-Effective Amendment No. 1 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-184973, Accession No. 0000950123-13-000795, filed on February 5, 2013, as Exhibit 13).
II-15
This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
11/1/13 | ||||
Filed on / Effective on: | 10/15/13 | 485BPOS | ||
5/16/13 | 485APOS | |||
5/1/13 | 485BPOS | |||
4/18/13 | 485BPOS | |||
4/15/13 | 485BPOS | |||
2/5/13 | 485APOS, N-4/A | |||
12/31/12 | 24F-2NT, N-30D, NSAR-U | |||
12/14/12 | 485BPOS | |||
12/7/12 | N-4 | |||
4/23/12 | 485BPOS | |||
12/31/11 | 24F-2NT, N-30D, NSAR-U | |||
7/1/11 | N-4 | |||
6/24/11 | 485APOS | |||
4/18/11 | 485BPOS | |||
12/23/10 | 485BPOS | |||
7/23/10 | N-4 | |||
4/20/10 | 485BPOS | |||
10/16/09 | 485APOS | |||
2/9/09 | 485APOS | |||
12/4/08 | 485BPOS | |||
7/2/08 | 485APOS | |||
4/22/08 | 485BPOS | |||
12/12/07 | 485APOS | |||
4/16/07 | 485BPOS | |||
2/9/07 | 485APOS | |||
12/20/06 | 485BPOS | |||
8/14/06 | N-4 | |||
4/18/06 | 485BPOS | |||
9/1/05 | ||||
6/15/05 | 485BPOS | |||
4/19/05 | 485BPOS | |||
2/10/05 | ||||
10/15/04 | 485APOS | |||
2/27/04 | 485BPOS, NSAR-U | |||
12/24/03 | 485APOS | |||
12/19/02 | 485BPOS | |||
4/25/01 | 485BPOS | |||
3/2/01 | 485APOS | |||
4/29/98 | 485BPOS | |||
4/19/96 | N-4/A | |||
List all Filings |