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Separate Account A of Pacific Life Insurance Co, et al. – ‘485APOS’ on 2/9/09

On:  Monday, 2/9/09, at 12:33pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  892569-9-61   ·   File #s:  811-08946, 333-136597

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/09/09  Sep Acct A of Pacific Life Ins Co 485APOS¶               5:575K                                   Bowne - Biv/FASeparate Account A of Pacific Life Insurance Co. (811-08946) Pacific Voyages

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                            HTML    323K 
 5: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      9K 
 4: EX-99.13    Exhibit 13                                          HTML     41K 
 2: EX-99.4(U)  Exhibit 4(U)                                        HTML     31K 
 3: EX-99.4(V)  Exhibit 4(V)                                        HTML     74K 


‘485APOS’   —   Post-Effective Amendment


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  e485apos  

As filed with the Securities and Exchange Commission on February 9, 2009.

Registration Nos.

333-136597
811-08946

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

     
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   x
Pre-Effective Amendment No.   o
Post-Effective Amendment No. 12   x

and/or

     
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   x
Amendment No. 232   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)

Copies of all communications to:

     
Brandon J. Cage   Jeffrey S. Puretz, Esq
Pacific Life Insurance Company   Dechert LLP
P.O. Box 9000   1775 Eye Street, N.W.
Newport Beach, CA 92658-9030   Washington, D.C. 20006-2401

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)
o immediately upon filing pursuant to paragraph (b) of Rule 485

o on ______________ pursuant to paragraph (b) of Rule 485
þ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
o on ______________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

     
o   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

 
 

 



 

SEPARATE ACCOUNT A
FORM N-4
CROSS REFERENCE SHEET

         
PART A
Item No.   Prospectus Heading
1.   Cover Page   Cover Page
         
2.   Definitions   TERMS USED IN THIS PROSPECTUS
         
3.   Synopsis   AN OVERVIEW OF PACIFIC VOYAGES
         
4.   Condensed Financial Information   FINANCIAL HIGHLIGHTS; ADDITIONAL INFORMATION — Financial Statements
         
5.   General Description of Registrant, Depositor and Portfolio Companies   AN OVERVIEW OF PACIFIC VOYAGES; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights
         
6.   Deductions   AN OVERVIEW OF PACIFIC VOYAGES; FEE TABLE; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawals; ADDITIONAL INFORMATION — Distribution Arrangements
         
7.   General Description of Variable Annuity Contracts   AN OVERVIEW OF PACIFIC VOYAGES; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; ANNUITIZATION — Choosing Your Annuity Option, — Your Annuity Payments; DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS — Death Benefits; OTHER OPTIONAL RIDERS; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting Forms and Requests, — Timing of Payments and Transactions, — Replacement of Life Insurance or Annuities
         
8.   Annuity Period   ANNUITIZATION
         
9.   Death Benefit   DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS
         
10.   Purchases and Contract Value   AN OVERVIEW OF PACIFIC VOYAGES; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers
         
11.   Redemptions   AN OVERVIEW OF PACIFIC VOYAGES; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers
         
12.   Taxes   CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX ISSUES
         
13.   Legal Proceedings   Not Applicable
         
14.   Table of Contents of the Statement of Additional Information   CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION

 



 

         
PART B
         
Item No.   Statement of Additional Information Heading
         
15.   Cover Page   Cover Page
         
16.   Table of Contents   TABLE OF CONTENTS
         
17.   General Information and History   Not Applicable
         
18.   Services   Not Applicable
         
19.   Purchase of Securities Being Offered   THE CONTRACTS AND THE SEPARATE ACCOUNT
— Calculating Subaccount Unit Values, — Systematic
Transfer programs
         
20.   Underwriters   DISTRIBUTION OF THE CONTRACTS — Pacific Select Distributors, Inc.
         
21.   Calculation of Performance Data   PERFORMANCE
         
22.   Annuity Payments   THE CONTRACTS AND THE SEPARATE ACCOUNT
— Variable Annuity Payment Amounts
         
23.   Financial Statements   FINANCIAL STATEMENTS

PART C

Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.



 

PROSPECTUS

(Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-000624, filed on April 22, 2008, supplemented July 2, 2008, Accession No. 0000892569-08-000961, supplemented September 11, 2008, Accession No. 0000892569-08-001260, supplemented December 4, 2008, Accession No. 0000892569-08-001559, and incorporated by reference herein.)



 

STATEMENT OF ADDITIONAL INFORMATION

(Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-000624, filed on April 22, 2008, and incorporated by reference herein.)



 

 C: 
 
Supplement dated May 1, 2009 to the Prospectus dated May 1, 2009 for the
Pacific Voyages variable annuity contract issued by Pacific Life Insurance Company
 
Capitalized terms used in this supplement are defined in the Prospectus referred to above 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, 2009, as supplemented.
 
The purpose of this supplement is to inform you of new optional living benefit riders and price increases to certain existing optional living benefit riders.
 
The AN OVERVIEW OF PACIFIC VOYAGES section is amended as follows:
 
The Optional Riders — Optional Living Benefit Riders subsection is amended to include the following:
 
At initial purchase and during the entire time that you own an optional living benefit Rider, you must invest your entire Contract Value in an asset allocation program or in Investment Options we make available for these Riders. See the OTHER OPTIONAL RIDERS — General Information — Investment Allocation Requirements section in the Prospectus.
 
CoreIncome Advantage Rider
 
This optional Rider lets you, before the Annuity Date, withdraw up to 4% of your Protected Payment Base per year, lock in market gains, and provides the potential to receive 4% of a Protected Payment Base for life. If your total withdrawals in a Contract Year exceed the annual withdrawal amount allowed under the Rider, then the Protected Payment Base may decrease and the amount you may withdraw in the future under the Rider may be reduced.
 
Beginning with the first (1st) anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Resets or Owner-Elected Resets of the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value. Any reset may include an increase in the annual charge percentage (up to a maximum of 1.00%) associated with the Rider. Protected Payment Base, Remaining Protected Balance, Automatic Reset, Owner-Elected Reset and Reset Date are described in the OTHER OPTIONAL RIDERS – CoreIncome Advantage Rider section in this supplement.
 
This Rider is called the Core Withdrawal Benefit Rider in the Contract’s Rider.
 
CoreProtect Advantage Rider
 
This optional Rider allows for an additional amount that may be added to your Contract Value at the end of a 10-year period (the “Term”). If your Contract Value is less than your Guaranteed Protection Amount at the end of the Term, we will increase your Contract Value to equal your Guaranteed Protection Amount. Guaranteed Protection Amount is described in the OTHER OPTIONAL RIDERS — CoreProtect Advantage Rider section in this supplement.
 
The Periodic Expenses section is amended to include the following:
 
 C:  C: 
                         
    Current Charge
    Maximum Charge
       
    Percentage     Percentage        
 
•     CoreIncome Advantage Rider Charge*
    0.50 %     1.00 %        
•     CoreProtect Advantage Rider Charge**
    0.50 %     0.50 %        
 
* If you buy the CoreIncome Advantage Rider, the annual charge is equal to the current charge percentage multiplied by the Protected Payment Base. For a complete description of the Protected Payment Base, see the OTHER OPTIONAL RIDERS — CoreIncome Advantage Rider section in this supplement. The charge is deducted from your Contract Value on a quarterly basis. The quarterly amount deducted may increase or decrease due to changes in your Protected Payment Base. Your Protected Payment Base may increase due to additional Purchase Payments, decrease due to withdrawals or also change due to Resets. We deduct the charge proportionately from your Investment Options (excluding the DCA Plus Fixed Option) every quarter following the Rider Effective Date, during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of your Contract, or if your Contract Value is zero. The annual charge is only waived for the quarter that we are notified of death or annuitization. See the CHARGES, FEES AND DEDUCTIONS — Optional Rider Charges section in this supplement for further information.

 C: 


 

 
** If you buy the CoreProtect Advantage Rider, the annual charge is equal to the current charge percentage multiplied by the Guaranteed Protection Amount. For a complete description of the Guaranteed Protection Amount, see the OTHER OPTIONAL RIDERS — CoreProtect Advantage Rider section in this supplement. The charge is deducted from your Contract Value on a quarterly basis. The quarterly amount deducted may increase or decrease due to changes in your Guaranteed Protection Amount. Your Guaranteed Protection Amount may increase due to additional Purchase Payments received in the Contract Year following the Rider Effective Date or decrease due to withdrawals. We deduct the charge proportionately from your Investment Options (excluding the DCA Plus Fixed Option) every quarter following the Rider Effective Date, during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of your Contract, or if your Contract Value is zero. The annual charge is only waived for the quarter that we are notified of death or annuitization. See the CHARGES, FEES AND DEDUCTIONS — Optional Rider Charges section in this supplement for further information.
 
Footnote 7 is replaced with the following:
 
Only one CoreIncome Advantage, Flexible Lifetime Income Plus (Single), Flexible Lifetime Income Plus (Joint), Foundation 10, Automatic Income Builder, Flexible Lifetime Income (Single), Flexible Lifetime Income (Joint), Lifetime Income Access Plus, or Income Access Rider may be owned or in effect at the same time. Only one CoreProtect Advantage, GPA 3 or GPA 5 Rider may be owned or in effect at the same time.
 
The bullet points and corresponding footnotes for the Income Access, Guaranteed Protection Advantage 3 (GPA 3) and Guaranteed Income Advantage Plus (GIA Plus) Riders in the Periodic Expenses section are replaced with the following:
 
                         
    Current Charge
    Maximum Charge
       
    Percentage     Percentage        
 
•     Income Access Rider Charge11
    0.65 %     0.75 %        
•     Guaranteed Protection Advantage 3 (GPA 3) Rider Charge12
    0.75 %     1.00 %        
•     Guaranteed Income Advantage Plus (GIA Plus) Rider Charge14
    0.75 %     0.75 %        
 
11 If you buy the Income Access Rider, the annual charge is equal to the current charge percentage multiplied by your Contract Value. We deduct this charge proportionately from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. If the Effective Date of your Income Access Rider is before May 1, 2009, the initial charge percentage is equal to 0.40%. Under the terms and conditions of the Rider, the annual charge percentage may increase to the current charge percentage if an Automatic Step-Up or Owner-Elected Step-Up occurs, but will never be more than the maximum charge percentage. We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract. The annual charge is only waived for the Contract Year that we are notified of the death or annuitization.
 
12 If you buy the GPA 3 Rider, the annual charge is equal to the current charge percentage multiplied by the Guaranteed Protection Amount. For a complete description of the Guaranteed Protection Amount, see OTHER OPTIONAL RIDERS — Guaranteed Protection Advantage 3 (GPA 3) Rider. We deduct this charge proportionately from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect, and when the Rider terminates. If the Effective Date of your GPA 3 Rider is before January 1, 2009, the initial charge percentage is equal to 0.45%. If the Effective Date of your GPA 3 Rider is on or after January 1, 2009 and before May 1, 2009, the initial charge percentage is equal to 0.55%. Under the terms and conditions of the Rider, the annual charge percentage may increase to the current charge percentage if a Step-Up is elected but will never be more than the maximum charge percentage. We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract. The annual charge is only waived for the Contract Year that we are notified of the death or annuitization.
 
14 If you buy the GIA Plus Rider, we charge the fee based on the greater of the Contract Value or the Guaranteed Income Base. The Guaranteed Income Base is the amount invested to date grown at 5% annually (until age 80) that may be used for fixed annuity payments starting on the Annuity Date. For a complete explanation of the Guaranteed Income Base, see OTHER OPTIONAL RIDERS — Guaranteed Income Advantage Plus (GIA Plus). If the Effective Date of your GIA Plus Rider is before May 1, 2009, the charge percentage is equal to 0.50%. We deduct this charge proportionately from your Investment Options on each Contract Anniversary and when you make a full withdrawal if the Rider is in effect on that date, and when the Rider is terminated. We will waive the annual charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract. The annual charge is only waived for the Contract Year that we are notified of the death or annuitization.



 

The CHARGES, FEES AND DEDUCTIONS section is amended as follows:
 
The Optional Rider Charges subsection is amended to include the following:
 
CoreIncome Advantage Rider Charge
 
If you purchase this Rider, we will deduct an annual charge of 0.50% for the Rider from your Investment Options on a quarterly basis. The quarterly deduction is equal to 0.125% multiplied by the Protected Payment Base and is deducted from your Contract Value every three months following the Rider Effective Date (“Quarterly Rider Anniversary”). The charge is deducted on a proportionate basis from your Investment Options (excluding the DCA Plus Fixed Option) every Quarterly Rider Anniversary that the Rider remains in effect and when the Rider is terminated.
 
If this Rider terminates on a Quarterly Rider Anniversary, the entire charge for the prior quarter will be deducted from the Contract Value on that anniversary. If the Rider terminates prior to a Quarterly Rider Anniversary, we will prorate the charge based on the Protected Payment Base as of the day the Rider terminates. Such prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or on the Quarterly Rider Anniversary immediately following the day the Rider terminates.
 
We will waive the charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of the Contract or when the Contract Value is zero. The charge is only waived for the quarter that we are notified of death or annuitization, even if death occurs in a prior quarter.
 
Change in Annual Charge — The annual charge percentage may increase as a result of any Automatic Reset or Owner-Elected Reset. The annual charge percentage will not exceed the annual charge percentage then in effect for new issues of this same Rider or the maximum annual charge percentage 1.00% (0.25% quarterly). If an Automatic Reset or Owner-Elected Reset never occurs, the annual charge percentage established on the Rider Effective Date is guaranteed not to change.
 
CoreProtect Advantage Rider Charge
 
If you purchase this Rider, we will deduct an annual charge of 0.50% for the Rider from your Investment Options on a quarterly basis. The deduction is equal to 0.125% multiplied by the Guaranteed Protection Amount and is deducted from your Contract Value every three months following the Rider Effective Date (“Quarterly Rider Anniversary”). The charge is deducted on a proportionate basis from your Investment Options (excluding the DCA Plus Fixed Option) every Quarterly Rider Anniversary that the Rider remains in effect and when the Rider is terminated.
 
If this Rider terminates on a Quarterly Rider Anniversary, the entire charge for the prior quarter will be deducted from the Contract Value on that anniversary. If the Rider terminates prior to a Quarterly Rider Anniversary, we will prorate the charge based on the Guaranteed Protection Amount as of the day the Rider terminates. Such prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or on the Quarterly Rider Anniversary immediately following the day the Rider terminates.
 
We will waive the charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of the Contract or when the Contract Value is zero. The charge is only waived for the quarter that we are notified of death or annuitization, even if death occurs in a prior quarter.
 
The OTHER OPTIONAL RIDERS section is amended as follows:
 
The Multiple Rider Ownership subsection is replaced with the following:
 
Only one CoreIncome Advantage, Flexible Lifetime Income Plus (Single), Flexible Lifetime Income Plus (Joint), Foundation 10, Automatic Income Builder, Flexible Lifetime Income (Single), Flexible Lifetime Income (Joint), or Income Access Rider may be owned or in effect at the same time. Only one CoreProtect Advantage, GPA 3 or GPA 5 Rider may be owned or in effect at the same time.



 

All references to rider exchanges concerning the riders listed in the table below are replaced with the following:
 
Withdrawal Benefit Rider Exchanges
 
Subject to availability, you may elect to exchange among the following withdrawal benefit Riders:
 
             
FROM     TO     WHEN
 
Income Access
    Flexible Lifetime Income (Single or Joint)
Flexible Lifetime Income Plus (Single or Joint)
Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary.
             
CoreIncome Advantage
    Income Access
    On any Contract Anniversary.
     
             
      Flexible Lifetime Income Plus (Single or Joint)
Automatic Income Builder
Flexible Lifetime Income (Single or Joint)
    On any Contract Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Flexible Lifetime Income (Single)
    Income Access
Flexible Lifetime Income (Joint)
Flexible Lifetime Income Plus (Single or Joint)
    On any Contract Anniversary.
     
             
      Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Flexible Lifetime Income (Joint)
    Income Access
Flexible Lifetime Income (Single)
Flexible Lifetime Income Plus (Single or Joint)
    On any Contract Anniversary.
     
             
      Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Foundation 10
    Income Access     On any Contract Anniversary.
     
             
      Flexible Lifetime Income (Single or Joint) Flexible Lifetime Income Plus (Single or Joint) Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Flexible Lifetime Income Plus (Single)
    Income Access
Flexible Lifetime Income Plus (Joint)
    On any Contract Anniversary.
     
             
      Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Flexible Lifetime Income Plus (Joint)
    Income Access
Flexible Lifetime Income Plus (Single)
    On any Contract Anniversary.
     
             
      Automatic Income Builder
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
             
Automatic Income Builder
    Income Access     On any Contract Anniversary.
     
             
      Flexible Lifetime Income (Single or Joint)
Flexible Lifetime Income Plus (Single or Joint)
CoreIncome Advantage
    On any Contract Anniversary beginning with 5th Contract Anniversary measured from the Contract issue date.
 
 
When you elect an exchange, you are terminating your existing Rider and purchasing a new Rider. The Initial Protected Payment Base and Remaining Protected Balance under the new Rider will be equal to the Contract Value on that Contract Anniversary. Generally, if your Contract Value is lower than the Protected Payment Base under your existing Rider, your election to exchange from one rider to another may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and any Annual Credit that may be applied. In other words, your existing protected balances will not carryover to the new Rider. If you elect an exchange, you will be subject to the charge for the new Rider in effect at the time of the exchange. Only one exchange may be elected each Contract Year.



 

 
Accumulation Benefit Rider Exchanges
 
Subject to availability, you may elect to exchange among the following accumulation benefit Riders:
 
             
FROM     TO     WHEN
 
CoreProtect Advantage
    Guaranteed Protection Advantage 3 (GPA 3)
Guaranteed Protection Advantage 5 (GPA 5)
    On any Contract Anniversary.
Guaranteed Protection Advantage 3 (GPA 3)
    CoreProtect Advantage     On any Contract Anniversary.
      CoreProtect Advantage      
Guaranteed Protection Advantage 5 (GPA 5)
    Guaranteed Protection Advantage 3 (GPA 3)     On any Contract Anniversary.
 
 
When you elect an exchange, you are terminating your existing Rider and purchasing a new Rider. The initial Guaranteed Protection Amount under the new Rider will be equal to the Contract Value (80% of Contract Value for CoreProtect Advantage) on that Contract Anniversary. Generally, if your Contract Value is lower than the Guaranteed Protection Amount under your existing Rider, your election to exchange from one rider to another may result in a reduction in the Guaranteed Protection Amount. In other words, your existing Guaranteed Protection Amount will not carryover to the new Rider. If you elect an exchange, you will be subject to the charge for the new Rider in effect at the time of the exchange. Only one exchange may be elected each Contract Year.
 
The following withdrawal benefit riders are added:
 
CoreIncome Advantage Rider
 
Purchasing the Rider
 
You may purchase this optional Rider on the Contract Date or on any Contract Anniversary (if available) if the age of each Annuitant is 85 years or younger on the date of purchase, the Contract is not issued as an Inherited IRA or Inherited TSA, and you allocate your entire Contract Value according to the Investment Allocation Requirements.
 
Rider Terms
 
Annual RMD Amount – The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Code Section 401(a)(9) (“Section 401(a)(9)”) and related Code provisions in effect as of the Rider Effective Date.
 
Protected Payment Amount — The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base.
 
If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age 65 or older when the first withdrawal was taken or the most recent reset, whichever is later, the Protected Payment Amount on any day after the Rider Effective Date is equal to 4% multiplied by the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year.
 
If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is younger than age 65 when the first withdrawal was taken or the most recent reset, whichever is later, the Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:
 
  •  4% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year, or
 
  •  the Remaining Protected Balance as of that day.
 
Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.
 
Remaining Protected Balance – The amount available for future withdrawals made under this Rider.
 
Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.
 
Rider Effective Date – The date the guarantees and charges for the Rider become effective. If the Rider is purchased within 60 days of the Contract Date, the Rider Effective Date is the Contract Date. If the Rider is purchased within 60 days of a Contract Anniversary, the Rider Effective Date is the date of that Contract Anniversary.



 

Initial Values – The initial Protected Payment Base and Remaining Protected Balance amounts are equal to:
 
  •  initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or
 
  •  Contract Value, if the Rider Effective Date is on a Contract Anniversary.
 
The initial Protected Payment Amount on the Rider Effective Date is equal to 4% of the initial Protected Payment Base.
 
How the Rider Works
 
On any day, this Rider guarantees you can withdraw up to the Protected Payment Amount, regardless of market performance, until the Rider terminates. Withdrawals up to the Protected Payment Amount may continue after the Remaining Protected Balance is reduced to zero (0) if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) was age 65 or older when the first withdrawal was taken after the Rider Effective Date or the most recent Reset Date, whichever is later.
 
In addition, beginning with the first (1st) anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value.
 
The Protected Payment Base and Remaining Protected Balance may change over time. An Automatic Reset or Owner-Elected Reset will increase or decrease the Protected Payment Base and Remaining Protected Balance depending on the Contract Value on the Reset Date. A withdrawal that is less than or equal to the Protected Payment Amount will reduce the Remaining Protected Balance by the amount of the withdrawal and will not change the Protected Payment Base. For withdrawals that are greater than the Protected Payment Amount, see the Withdrawal of Protected Payment Amount subsection.
 
For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges. Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract. Withdrawals under this Rider are not annuity payouts. Annuity payouts generally receive a more favorable tax treatment than other withdrawals.
 
If your Contract is a Qualified Contract, including a TSA/403(b) Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event and you should consult your tax or legal advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see the FEDERAL TAX ISSUES – IRAs and Qualified Plans section in the Prospectus.
 
Withdrawal of Protected Payment Amount
 
While this Rider is in effect, you may withdraw up to the Protected Payment Amount each Contact Year without reducing the Protected Payment Base, regardless of market performance, until the Rider terminates. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged. The Remaining Protected Balance will decrease by the withdrawal amount immediately following the withdrawal.
 
Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the excess withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. We will reduce the Remaining Protected Balance either on a proportionate basis or by the total withdrawal amount, whichever results in the lower Remaining Protected Balance amount. (See Sample Calculations—Example #4 for a numerical example of the adjustments to the Protected Payment Base and Remaining Protected Balance as a result of an excess withdrawal.)
 
The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.
 
For information regarding taxation of withdrawals, see the FEDERAL TAX ISSUES section in the Prospectus.



 

Required Minimum Distributions
 
No adjustment will be made to the Protected Payment Base as a result of a withdrawal that exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:
 
  •  such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Code provisions in effect at that time,
 
  •  you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,
 
  •  the Annual RMD Amount is based on this Contract only, and
 
  •  only RMD withdrawals are made from the Contract during the Contract Year.
 
Immediately following an RMD Withdrawal, the Remaining Protected Balance will decrease by the RMD Withdrawal amount.
 
See the FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions section in the Prospectus.
 
Depletion of Contract Value
 
If a withdrawal (including an RMD withdrawal) does not exceed the Protected Payment Amount and reduces the Contract Value to zero, the following will apply:
 
  •  if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner):
 
  •  was younger than age 65 when the first withdrawal was taken under the Rider, after the Rider Effective Date or the most recent Reset Date, whichever is later, the Protected Payment Amount will be paid each year until the Remaining Protected Balance is reduced to zero, or
 
  •  was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, the Protected Payment Amount will be paid each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant.
 
  •  the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,
 
  •  no additional Purchase Payments will be accepted under the Contract,
 
  •  any Remaining Protected Balance will not be available for payment in a lump sum and will not be applied to provide payments under an Annuity Option,
 
  •  the Contract will cease to provide any death benefit, and
 
  •  any payments made to you of the Remaining Protected Balance may be taxable to you as ordinary income, and if you are under the age of 591/2, may be subject to an additional 10% federal tax penalty.
 
Depletion of Remaining Protected Balance
 
If a withdrawal (including an RMD Withdrawal) reduced the Remaining Protected Balance to zero and Contract Value remains, the following will apply:
 
If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner):
 
  •  was younger than age 65 when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, this Rider will terminate, or
 
  •  was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to withdraw up to the Protected Payment Amount each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant. If an Automatic or Owner-Elected Reset occurs, the Remaining Protected Balance will be reinstated to an amount equal to the Contract Value as of that Contract Anniversary.
 
Before your Remaining Protected Balance is zero, if you took your first withdrawal before 65 and you would like to be eligible for lifetime payments under the Rider, an Automatic or Owner-Elected Reset must occur and your first withdrawal



 

after that Reset must be taken on or after age 65. See the Reset of Protected Payment Base and Remaining Protected Balance subsection of this Rider. If you are younger than 65 when the Remaining Protected Balance is zero and Contract Value remains, the Rider will terminate and there is no opportunity for a Reset.
 
If a withdrawal (except an RMD withdrawal) made from the Contract exceeds the Protected Payment Amount, the withdrawal will be treated as an excess withdrawal and the Protected Payment Base will be reduced according to the Withdrawals Exceeding the Protected Payment Amount subsection.
 
Any death benefit proceeds to be paid to the Beneficiary from remaining Contract Value will be paid according to the Death Benefit provisions of the Contract.
 
Reset of Protected Payment Base and Remaining Protected Balance
 
Regardless of which reset option is used, on and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of Rider charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date. A reset occurs when the Protected Payment Base and Remaining Protected Balance are reset to an amount equal to the Contract Value as of the Reset Date.
 
Automatic Reset.  On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value, if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. The annual charge percentage may change as a result of any Automatic Reset (see the CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges section in this supplement).
 
Automatic Reset – Opt-Out Election.  If you are within 60 days after a Contract Anniversary on which an Automatic Reset is effective, you have the option to reinstate the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and annual charge percentage to their respective amounts immediately before the Automatic Reset. Any future Automatic Resets will continue in accordance with the Automatic Reset paragraph above.
 
If you elect this option, your opt-out election must be received, in a form satisfactory to us, at our Service Center within the same 60 day period after the Contract Anniversary on which the reset is effective.
 
Automatic Reset – Future Participation.  You may elect not to participate in future Automatic Resets at any time. Your election must be received, in a form satisfactory to us, at our Service Center, while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries.
 
If you previously elected not to participate in Automatic Resets, you may re-elect to participate in future Automatic Resets at any time. Your election to resume participation must be received, in a form satisfactory to us, at our Service Center while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries as described in the Automatic Reset paragraph above.
 
Owner-Elected Resets (Non-Automatic).  You may, on any Contract Anniversary, elect to reset the Remaining Protected Balance and Protected Payment Base to an amount equal to 100% of the Contract Value. An Owner-Elected Reset may be elected while Automatic Resets are in effect. The annual charge percentage may change as a result of this Reset.
 
If you elect this option, your election must be received, in a form satisfactory to us, at our Service Center within 60 days after the Contract Anniversary on which the reset is effective. The reset will be based on the Contract Value as of that Contract Anniversary. Your election of this option may result in a reduction in the Protected Payment Base, Remaining Protected Balance and Protected Payment Amount. Generally, the reduction will occur when your Contract Value is less than the Protected Payment Base as of the Contract Anniversary you elected the reset. You are strongly advised to work with your investment professional prior to electing an Owner-Elected Reset. We will provide you with written confirmation of your election.
 
Subsequent Purchase Payments
 
If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base and Remaining Protected Balance by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the later of the first (1st) Contract Anniversary or most recent Reset Date to exceed $100,000 without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1st) Contract Anniversary, measured from the Contract Date.



 

Annuitization
 
If you annuitize the Contract at the maximum Annuity Date specified in your Contract and this Rider is still in effect at the time of your election and a Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:
 
  •  the Life Only fixed annual payment amount based on the terms of your Contract, or
 
  •  the Protected Payment Amount in effect at the maximum Annuity Date.
 
The annuity payments described in this subsection are available to you even if your first withdrawal was taken prior to age 65 and no Resets have occurred.
 
If you annuitize the Contract at any time prior to the maximum Annuity Date specified in your Contract, your annuity payments will be determined in accordance with the terms of your Contract. The Protected Payment Base, Remaining Protected Balance and Protected Payment Amount under this Rider will not be used in determining any annuity payments.
 
Continuation of Rider if Surviving Spouse Continues Contract
 
If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, the surviving spouse may continue to take withdrawals of the Protected Payment Amount under this Rider, until the Remaining Protected Balance is reduced to zero. If the Contract Value or Remaining Protected Balance is zero when the Owner dies, this Rider will terminate.
 
The surviving spouse may elect any of the reset options available under this Rider for subsequent Contract Anniversaries. If a reset takes place then the provisions of this Rider will continue in full force and in effect for the surviving spouse. If the surviving spouse is 65 when a reset occurs, the surviving spouse may take withdrawals of the Protected Payment Amount (based on the new Protected Payment Base) for life.
 
The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract and Rider (see the DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Death Benefits section in the Prospectus).
 
Termination
 
You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:
 
  •  the day any portion of the Contract Value is no longer allocated according the Investment Allocation Requirements,
 
  •  the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner), was younger than 65 when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later,
 
  •  the date of the first death of an Owner or the date of death of the sole surviving Annuitant (except as provided under the Continuation of Rider if Surviving Spouse Continues Contract subsection),
 
  •  for Contracts with a Non-Natural Owner, the date of the first death of an Annuitant, including Primary, Joint and Contingent Annuitants,
 
  •  the day the Contract is terminated in accordance with the provisions of the Contract,
 
  •  the day we are notified of a change in ownership of the Contract to a non-spouse Owner if the Contract is Non-Qualified, excluding changes in ownership to or from certain trusts,
 
  •  the day you exchange this Rider for another withdrawal benefit Rider,
 
  •  the Annuity Date (see the Annuitization subsection for additional information), or
 
  •  the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount.
 
The Rider will not terminate the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) was age 65 or older when the first withdrawal was



 

taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later. In this case, the Rider will terminate the date of the first death of an Owner or the date of death of the sole surviving Annuitant.
 
The Rider and the Contract will not terminate the day the Contract Value is zero and you begin taking pre-authorized withdrawals of the Protected Payment Amount. In this case, the Rider and the Contract will terminate:
 
  •  the day the Remaining Protected Balance is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner), was younger than 65 when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later, or
 
  •  the date of the first death of an Owner or the date of death of the sole surviving Annuitant if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) was age 65 or older when the first withdrawal was taken under the Rider after the Rider Effective Date or the most recent Reset Date, whichever is later.
 
Sample Calculations
 
The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. The examples have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.
 
Example #1 – Setting of Initial Values.
 
The values shown below are based on the following assumptions:
 
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
 
                         
Beginning
              Protected
  Protected
  Remaining
of Contract
  Purchase
      Contract Value
  Payment
  Payment
  Protected
Year   Payment   Withdrawal   after Activity   Base   Amount   Balance
 
1
  $100,000       $100,000   $100,000   $4,000   $100,000
 
 
On the Rider Effective Date, the initial values are set as follows:
 
  •  Protected Payment Base = Initial Purchase Payment = $100,000
  •  Remaining Protected Balance = Initial Purchase Payment = $100,000
  •  Protected Payment Amount = 4% of Protected Payment Base = $4,000
 
Example #2 – Subsequent Purchase Payments.
 
The values shown below are based on the following assumptions:
 
  •  Rider purchased at Contract issue by a 64-year old
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
  •  A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
  •  No withdrawals taken.
  •  Automatic Reset at Beginning of contract Year 2.
 
                         
Beginning
              Protected
  Protected
  Remaining
of Contract
  Purchase
      Contract Value
  Payment
  Payment
  Protected
Year   Payment   Withdrawal   after Activity   Base   Amount   Balance
 
1
  $100,000       $100,000   $100,000   $4,000   $100,000
Activity
  $100,000       $200,000   $200,000   $8,000   $200,000
2
  (Prior to Automatic Reset)   $207,000   $200,000   $8,000   $200,000
2
  (After Automatic Reset)   $207,000   $207,000   $8,280   $207,000
 



 

 
Immediately after the $100,000 subsequent Purchase Payment during Contract Year 1, the Protected Payment Base and Remaining Protected Balance are increased by the Purchase Payment amount to $200,000 ($100,000 + $100,000). The Protected Payment Amount after the Purchase Payment is equal to $8,000 (4% of the Protected Payment Base after the Purchase Payment.
 
An automatic reset takes place at the beginning of Contract Year 2, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This resets the Protected Payment Base and Remaining Protected Balance to $207,000 and the Protected Payment Amount to $8,280 (4% × $207,000). Also, the Protected Payment Amount will now be paid for life.
 
In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.
 
Example #3 – Withdrawals Not Exceeding Protected Payment Amount.
 
The values shown below are based on the following assumptions:
 
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
  •  A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
  •  A withdrawal equal to or less than the Protected Payment Amount is taken during Contract Year 2.
  •  Automatic Resets at Beginning of Contract Years 2 and 3.
 
                         
Beginning
              Protected
  Protected
  Remaining
of Contract
  Purchase
      Contract Value
  Payment
  Payment
  Protected
Year   Payment   Withdrawal   after Activity   Base   Amount   Balance
 
1
  $100,000       $100,000   $100,000   $4,000   $100,000
Activity
  $100,000       $200,000   $200,000   $8,000   $200,000
2
  (Prior to Automatic Reset)   $207,000   $200,000   $8,000   $200,000
2
  (After Automatic Reset)   $207,000   $207,000   $8,280   $207,000
Activity
      $5,000   $216,490   $207,000   $3,280   $202,000
3
  (Prior to Automatic Reset)   $216,490   $207,000   $8,280   $202,000
3
  (After Automatic Reset)   $216,490   $216,490   $8,660   $216,490
 
 
For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.
 
As the withdrawal during Contract Year 2 did not exceed the Protected Payment Amount immediately prior to the withdrawal ($8,280):
 
  (a)  the Protected Payment Base remains unchanged; and
  (b)  the Remaining Protected Balance is reduced by the amount of the withdrawal to $202,000 ($207,000 – $5,000) and the Protected Payment Amount is reduced by the amount of the withdrawal to $3,280 ($8,280 -$5,000).
 
Because at the Beginning of Contract Year 3, the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Beginning of Contract Year 3 – Prior to Automatic Reset), an automatic reset occurred which resets the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value (see balances at Beginning of Contract Year 3 – After Automatic Reset). As a result, the Protected Payment Amount is equal to $8,660 (4% of the reset Protected Payment Base).
 
Example #4 – Withdrawals Exceeding Protected Payment Amount.
 
The values shown below are based on the following assumptions:
 
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
  •  A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
  •  A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.



 

  •  Automatic Resets at Beginning of Contract Years 2 and 3.
 
                         
Beginning
          Contract
  Protected
  Protected
  Remaining
of Contract
  Purchase
      Value after
  Payment
  Payment
  Protected
Year   Payment   Withdrawal   Activity   Base   Amount   Balance
 
1
  $100,000       $100,000   $100,000   $4,000   $100,000
Activity
  $100,000       $200,000   $200,000   $8,000   $200,000
2
  (Prior to Automatic Reset)   $207,000   $200,000   $8,000   $200,000
2
  (After Automatic Reset)   $207,000   $207,000   $8,280   $207,000
Activity
      $25,000   $196,490   $190,750   $0   $182,000
3
  (Prior to Automatic Reset)   $196,490   $190,750   $7,630   $182,000
3
  (After Automatic Reset)   $196,490   $196,490   $7,860   $196,490
 
 
For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.
 
Because the $25,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($25,000 > $8,280), the Protected Payment Base and Remaining Protected Balance immediately after the withdrawal are reduced.
 
The Values shown below are based on the following assumptions immediately before the excess withdrawal:
 
  •  Contract Value = $221,490
  •  Protected Payment Base = $207,000
  •  Remaining Protected Balance = $207,000
  •  Protected Payment Amount = $8,280 (4% × Protected Payment Base; 4% × $207,000 = $8,280)
  •  No withdrawals were taken prior to the excess withdrawal
 
A withdrawal of $25,000 was taken, which exceeds the Protected Payment Amount of $8,280 for the Contract Year. The Protected Payment Base and Remaining Protected Balance will be reduced based on the following calculation:
 
First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $16,720 (Total withdrawal amount – Protected Payment Amount; $25,000 – $8,280 = $16,720).
 
Second, determine the ratio for the proportionate reduction. The ratio is the excess withdrawal amount determined above divided by (Contract Value – Protected Payment Amount). Numerically, the ratio is 7.85% ($16,720 ¸ ($221,490 – $8,280); $16,720 ¸ $213,210 = 0.0785 or 7.85%).
 
Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Based is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $190,750 (Protected Payment Base × (1-ratio); $207,000 × (1-7.85%); $207,000 × 92.15% = $190,750).
 
Fourth, determine the new Remaining Protected Balance. The Remaining Protected Balance is reduced either on a proportionate basis or by the total withdrawal amount, whichever results in the lower Remaining Protected Balance amount.
 
To determine the proportionate reduction, the Remaining Protected Balance is reduced by the Protected Payment Amount multiplied by 1 less the ratio determined above. Numerically, after the proportionate reduction, the Remaining Protected Balance is $183,120 (Remaining Protected Balance – Protected Payment Amount) × (1-ratio); ($207,000 – $8,280) × (1-7.85%); $198,720 × 92.15% = $183,120).
 
To determine the total withdrawal amount reduction, the Remaining Protected Balance is reduced by the total withdrawal amount. Numerically, after the Remaining Protected Balance is reduced by the total withdrawal amount, the Remaining Protected Balance is $182,000 (Remaining Protected Balance – total withdrawal amount; $207,000 – $25,000 = $182,000).
 
Therefore, since $182,000 (total withdrawal amount method) is less than $183,120 (proportionate method) the new Remaining Protected Balance is $182,000.
 
The Protected Payment Amount immediately after the withdrawal is equal to $0 (4% of the Protected Payment Base after the withdrawal (4% of $190,750 = $7,630), less cumulative withdrawals during that Contract Year ($25,000), but not less than zero).
 
Because at the Beginning of Contract Year 3, the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Beginning of Contract Year 3 – Prior to Automatic Reset), an Automatic Reset



 

occurred which resets the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value (see balances at Beginning of Contract Year 3 – After Automatic Reset).
 
Example #5 – RMD Withdrawals.
 
The effect of cumulative RMD Withdrawals during the Contract Year that exceed the Protected Payment Amount established for that Contract Year and its effect on the Protected Payment Base and Remaining Protected Balance. The Annual RMD Amount is based on the entire interest of your Contract as of the previous year-end. This table assumes quarterly withdrawals of only the Annual RMD Amount during the Contract Year. The calculated Annual RMD amount for the Calendar Year is $7,500 and the Contract Anniversary is May 1 of each year.
 
This table assumes quarterly withdrawals of only the Annual RMD Amount during the Contract Year. The calculated Annual RMD amount for the Calendar Year is $7,500 and the Contract Anniversary is May 1 of each year.
 
                         
            Annual
  Protected
  Protected
  Remaining
Activity
  RMD
  Non-RMD
  RMD
  Payment
  Payment
  Protected
Date   Withdrawal   Withdrawal   Amount   Base   Amount   Balance
 
05/01/2006               $100,000   $4,000   $100,000
Contract
Anniversary
                       
01/01/2007
          $7,500            
03/15/2007
  $1,875           $100,000   $2,125   $98,125
05/01/2007
              $100,000   $4,000   $98,125
Contract
Anniversary
                       
06/15/2007
  $1,875           $100,000   $2,125   $96,250
09/15/2007
  $1,875           $100,000   $250   $94,375
12/15/2007
  $1,875           $100,000   $0   $92,500
01/01/2008
          $8,000            
03/15/2008
  $2,000           $100,000   $0   $90,500
05/01/2008
              $100,000   $4,000   $90,500
Contract
Anniversary
                       
 
 
Because all withdrawals during the Contract Year were RMD Withdrawals, there is no adjustment to the Protected Payment Base for exceeding the Protected Payment Amount. The only effect is a reduction in the Remaining Protected Balance equal to the amount of each withdrawal. In addition, the Protected Payment Amount is reduced by the amount of each withdrawal until the Protected Payment Amount is zero.
 
This chart assumes quarterly withdrawals of the Annual RMD Amount and other non-RMD Withdrawals during the Contract Year. The calculated Annual RMD amount and Contract Anniversary are the same as above.
 
                         
            Annual
  Protected
  Protected
  Remaining
Activity
  RMD
  Non-RMD
  RMD
  Payment
  Payment
  Protected
Date   Withdrawal   Withdrawal   Amount   Base   Amount   Balance
 
05/01/2006           $0   $100,000   $4,000   $100,000
Contract
Anniversary
                       
01/01/2007
          $7,500            
03/15/2007
  $1,875           $100,000   $2,125   $98,125
04/01/2007
      $2,000       $100,000   $125   $96,125
05/01/2007
              $100,000   $4,000   $96,125
Contract
Anniversary
                       
06/15/2007
  $1,875           $100,000   $2,125   $94,250
09/15/2007
  $1,875           $100,000   $250   $92,375
11/15/2007
      $4,000       $95,820   $0   $88,274
 
 
On 3/15/07 there was an RMD Withdrawal of $1,875 and on 4/1/07 a non-RMD Withdrawal of $2,000. Because the total withdrawals during the Contract Year (5/1/06 through 4/30/07) did not exceed the Protected Payment Amount of $4,000 there was no adjustment to the Protected Payment Base. The only effect is a reduction in the Remaining Protected Balance and the Protected Payment Amount equal to the amount of each withdrawal. On 5/1/07, the Protected Payment Amount was re-calculated (4% of the Protected Payment Base) as of that Contract Anniversary.



 

 
On 11/15/07, there was a non-RMD Withdrawal ($4,000) that caused the cumulative withdrawals during the Contract Year ($7,750) to exceed the Protected Payment Amount ($4,000). As the withdrawal during exceeded the Protected Payment Amount immediately prior to the withdrawal ($250), and assuming the Contract Value was $90,000 immediately prior to the withdrawal, the Protected Payment Base is reduced to $95,820 and the Remaining Protected Balance is reduced to $88,274.
 
The Values shown below are based on the following assumptions immediately before the excess withdrawal:
 
  •  Contract Value = $90,000
  •  Protected Payment Base = $100,000
  •  Remaining Protected Balance = $92,375
  •  Protected Payment Amount = $250
 
A withdrawal of $4,000 was taken, which exceeds the Protected Payment Amount of $250. The Protected Payment Base and Remaining Protected Balance will be reduced based on the following calculation:
 
First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $3,750 (Total withdrawal amount – Protected Payment Amount; $4,000 – $250 = $3,750).
 
Second, determine the ratio for the proportionate reduction. The ratio is the excess withdrawal amount determined above divided by (Contract Value – Protected Payment Amount). Numerically, the ratio is 4.18% ($3,750 ¸ ($90,000 – $250); $3,750 ¸ $89,750 = 0.0418 or 4.18%).
 
Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Based is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $95,820 (Protected Payment Base × (1-ratio); $100,000 × (1-4.18%); $100,000 × 95.82% = $95,820).
 
Fourth, determine the new Remaining Protected Balance. The Remaining Protected Balance is reduced either on a proportionate basis or by the total withdrawal amount, whichever results in the lower Remaining Protected Balance amount.
 
To determine the proportionate reduction, the Remaining Protected Balance is reduced by the Protected Payment Amount multiplied by 1 less the ratio determined above. Numerically, after the proportionate reduction, the Remaining Protected Balance is $88,274 (Remaining Protected Balance – Protected Payment Amount) × (1-ratio); ($92,375 – $250) × (1-4.18%); $92,125 × 95.82% = $88,274).
 
To determine the total withdrawal amount reduction, the Remaining Protected Balance is reduced by the total withdrawal amount. Numerically, after the Remaining Protected Balance is reduced by the total withdrawal amount, the Remaining Protected Balance is $88,375 (Remaining Protected Balance – total withdrawal amount; $92,375 – $4,000 = $88,375).
 
Therefore, since $88,274 (proportionate method) is less than $88,375 (total withdrawal amount method) the new Remaining Protected Balance is $88,274.
 
Example #6 – Lifetime Income.
 
The values shown below are based on the following assumptions:
 
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
  •  No subsequent Purchase Payments are received.
  •  Owner is age 65 or older when the first withdrawal was taken.
  •  Withdrawals, each equal to 4% of the Protected Payment Base are taken each Contract Year.
  •  No Automatic Reset or Owner-Elected Reset is assumed during the life of the Rider.
 



 

                     
            Protected
  Protected
  Remaining
Contract
      End of Year
  Payment
  Payment
  Protected
Year   Withdrawal   Contract Value   Base   Amount   Balance
 
1
  $4,000   $96,489   $100,000   $4,000   $96,000
2
  $4,000   $94,384   $100,000   $4,000   $92,000
3
  $4,000   $92,215   $100,000   $4,000   $88,000
4
  $4,000   $89,982   $100,000   $4,000   $84,000
5
  $4,000   $87,681   $100,000   $4,000   $80,000
6
  $4,000   $85,311   $100,000   $4,000   $76,000
7
  $4,000   $82,871   $100,000   $4,000   $72,000
8
  $4,000   $80,357   $100,000   $4,000   $68,000
9
  $4,000   $77,768   $100,000   $4,000   $64,000
10
  $4,000   $75,101   $100,000   $4,000   $60,000
11
  $4,000   $72,354   $100,000   $4,000   $56,000
12
  $4,000   $69,524   $100,000   $4,000   $52,000
13
  $4,000   $66,610   $100,000   $4,000   $48,000
14
  $4,000   $63,608   $100,000   $4,000   $44,000
15
  $4,000   $60,517   $100,000   $4,000   $40,000
16
  $4,000   $57,332   $100,000   $4,000   $36,000
17
  $4,000   $54,052   $100,000   $4,000   $32,000
18
  $4,000   $50,674   $100,000   $4,000   $28,000
19
  $4,000   $47,194   $100,000   $4,000   $24,000
20
  $4,000   $43,610   $100,000   $4,000   $20,000
21
  $4,000   $39,918   $100,000   $4,000   $16,000
22
  $4,000   $36,115   $100,000   $4,000   $12,000
23
  $4,000   $32,199   $100,000   $4,000   $8,000
24
  $4,000   $28,165   $100,000   $4,000   $4,000
25
  $4,000   $24,010   $100,000   $4,000   $0
26
  $4,000   $19,730   $100,000   $4,000   $0
27
  $4,000   $15,322   $100,000   $4,000   $0
28
  $4,000   $10,782   $100,000   $4,000   $0
29
  $4,000   $6,105   $100,000   $4,000   $0
30
  $4,000   $1,288   $100,000   $4,000   $0
31
  $4,000   $0   $100,000   $4,000   $0
32
  $4,000   $0   $100,000   $4,000   $0
33
  $4,000   $0   $100,000   $4,000   $0
34
  $4,000   $0   $100,000   $4,000   $0
 
 
On the Rider Effective Date, the initial values are set as follows:
 
  •  Protected Payment Base = Initial Purchase Payment = $100,000
  •  Remaining Protected Balance = Initial Purchase Payment = $100,000
  •  Protected Payment Amount = 4% of Protected Payment Base = $4,000
 
Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($4,000): (a) the Protected Payment Base remains unchanged; and (b) the Remaining Protected Balance is reduced by the amount of each withdrawal.
 
Since it was assumed that the Owner was age 65 or older when the first withdrawal was taken, withdrawals of 4% of the Protected Payment Base will continue to be paid each year (even after the Contract Value and Remaining Protected Balance have been reduced to zero) until the day of the first death of an Owner or the date of death of the sole surviving Annuitant, whichever occurs first.
 
CoreProtect Advantage Rider
 
Purchasing the Rider
 
You may purchase this optional Rider on the Contract Date or on any subsequent Contract Anniversary if:
 
  •  the age of each Annuitant is 85 years or younger on the date of purchase,
 
  •  the date of the purchase is at least 10 years before your selected Annuity Date, and
 
  •  you allocate your entire Contract Value according to the Investment Allocation Requirements.



 

 
How the Rider Works
 
If you purchase this Rider, the Rider will remain in effect, unless otherwise terminated, for a 10-year period (the “Term”) beginning on the Effective Date of the Rider.
 
On the last day of the Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than the Guaranteed Protection Amount. The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings and allocated to your Investment Options according to the allocations used in your most recent asset allocation instructions. Additional Purchase Payments that are not part of the Guaranteed Protection Amount (Purchase Payments made after the first year of a Term) will not be included in the benefit calculation at the end of Term.
 
The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below:
 
  (a)   is 80% of the Contract Value at the start of the Term,
  (b)   is 80% of each subsequent Purchase Payment received during the first year of the Term, and
  (c)   is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, premium taxes, and/or other taxes, to the Contract Value immediately prior to the withdrawal.
 
For purposes of determining the Contract Value at the start of the Term, if the Effective Date of the Rider is the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Effective Date of the Rider is a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary. Any subsequent Purchase Payments received after the first year of a Term are not included in the Guaranteed Protection Amount.
 
If, on the last day of the Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the Term is greater than or equal to the Guaranteed Protection Amount.
 
Continuation of Rider if Surviving Spouse Continues Contract
 
If the Owner dies during the Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of the Rider will continue until the end of the Term.
 
Termination
 
The Rider will automatically terminate at the end of the Term, or, if earlier on:
 
  •  the day any portion of the Contract Value is no longer allocated according to the Investment Allocation Requirements,
 
  •  the day we receive notification from the Owner to terminate the Rider,
 
  •  the date a full withdrawal of the amount available for withdrawal is made under the Contract,
 
  •  the date of the first death of an Owner or the date of death of the sole surviving Annuitant,
 
  •  for Contracts with a Non-Natural Owner, the date of the first death of an Annuitant, including Primary, Joint and Contingent Annuitants,
 
  •  the day you exchange this Rider for another accumulation benefit Rider,
 
  •  the date the Contract is terminated according to the provisions of the Contract, or
 
  •  the Annuity Date.
 
If your request to terminate the Rider is received at our Service Center within 60 days after a Contract Anniversary, the Rider will terminate on that Contract Anniversary. If your request to terminate the Rider is received at our Service Center more than 60 days after a Contract Anniversary, the Rider will terminate the day we receive the request.



 

 
If the Rider is terminated, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of the termination before the Rider may be purchased again (if available).
 
Sample Calculations
 
The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments and withdrawals made from the Contract Prior to the end of a 10-Year Term effect the values and benefits under this Rider. These examples are not intended to serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.
 
The values shown below are based on the following assumptions:
 
  •  Initial Purchase Payment = $100,000
  •  Rider Effective Date = Contract Date
  •  A subsequent Purchase Payment of $20,000 is received in Contract Year 1 and $10,000 is received in Contract Year 3.
  •  A withdrawal of $10,000 is taken during Contract Year 7.
 
                     
Beginning
  Purchase
          Guaranteed
  Amount
of Contract
  Payments
  Withdrawal
  Contract
  Protection
  added to the
Year   Received   Amount   Value   Amount   Contract Value
 
1
  $100,000       $100,000   $80,000    
Activity
  $20,000       $122,000   $96,000    
2
          $122,000   $96,000    
3
          $124,440   $96,000    
Activity
  $10,000       $136,929   $96,000    
4
          $136,929   $96,000    
5
          $139,668   $96,000    
6
          $142,461   $96,000    
7
          $128,215   $96,000    
Activity
      $10,000   $105,393   $87,681    
8
          $94,854   $87,681    
9
          $85,368   $87,681    
10
          $76,831   $87,681    
Values at
End of
10th Year
          $69,148
$87,681
  $87,681
$0
  $18,533
 
 
The Guaranteed Protection Amount is equal to (a) + (b) − (c) as indicated below:
 
  (a)  is 80% of the Contract Value at the start of the Term,
  (b)  is 80% of the amount of each subsequent Purchase Payment received during the first year of the Term, and
  (c)  is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, premium taxes, and/or other taxes, to the Contract Value immediately prior to the withdrawal.
 
On the Rider Effective Date, the initial values are set as follows:
 
  •  Guaranteed Protection Amount = 80% of Initial Purchase Payment = $80,000 ($80,000 + 0 − 0 = $80,000)
 
During Contract Year 1, an additional Purchase Payment of $20,000 was made. Since this Purchase Payment was made during the first Contract Year, the Guaranteed Protection Amount will be increased by $16,000 (80% of $20,000) to $96,000. ($80,000 + $16,000 – 0 = $96,000).
 
During Contract Year 3, an additional Purchase Payment of $10,000 was made. However, this Purchase Payment will not increase the Guaranteed Protection Amount because it was not made during the first Contract Year (or first year of the 10-Year Term).
 
During Contract Year 7, a withdrawal of $10,000 was made. This withdrawal will reduce the Guaranteed Protection Amount on a pro rata basis and will result in a new Guaranteed Protection Amount. The pro rata adjustment is $8,319



 

and was determined by finding the ratio of the withdrawal to the Contract Value immediately before the withdrawal ($10,000/$115,393 = 0.08666) multiplied by the Guaranteed Protection Amount prior to the withdrawal ($96,000*0.08666 = $8,319). The new Guaranteed Protection Amount (a) + (b) − (c) = $87,681 ($96,000 + 0 − $8,319 = $87,681).
 
At the end of Contract Year 10 (end of the 10-Year Term) the Contract Value ($69,148) is less than the Guaranteed Protection Amount ($87,681). Therefore, $18,533 ($87,681 − $69,148 = $18,533) is added to the Contract Value and the Rider terminates.



 

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 [TO BE FILED]

    Audited Financial Statements dated as of December 31, 2008 and for each of the periods presented which are incorporated by reference from the 2008 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 [TO BE FILED]

    Audited Consolidated Financial Statements dated as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, 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.1
         
    (b)   Memorandum Establishing Two New Variable Accounts — Aggressive Equity and Emerging Markets Portfolios.1
         
    (c)   Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.2

II-1



 

             
2.   Not applicable
 
 
 
 
 
 
 
3.
 
(a)
  Distribution Agreement between Pacific Life Insurance Company (formerly Pacific Mutual Life Insurance
Company) and Pacific Select Distributors, Inc. (“PSD”)(formerly Pacific Equities Network)1
 
 
 
 
 
 
 
    (b)   Form of Selling Agreement between Pacific Life, PSD and Various Broker Dealers11
 
 
 
 
 
 
 
4.
 
(a)
 
Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1130)12
 
 
 
 
 
 
 
    (b)   (1)     403(b) Tax-Sheltered Annuity Rider (Form No. 20-15200)12
        (2)     403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)18
 
 
 
 
 
 
 
    (c)   Section 457 Plan Rider (Form No. 24-123799)12
 
 
 
 
 
 
 
    (d)   Individual Retirement Annuity Rider (Form No. 20-18900)5
 
 
 
 
 
 
 
    (e)   Roth Individual Retirement Annuity Rider (Form No. 20-19000)5
 
 
 
 
 
 
 
    (f)   SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)5
 
 
 
 
 
 
 
    (g)   Qualified Retirement Plan Rider (Form No. 20-14200)12
 
 
 
 
 
 
 
    (h)   Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)3
 
 
 
 
 
 
 
    (i)   Form of Guaranteed Protection Advantage 5 Rider (Form No. 20-19600)7
 
 
 
 
 
 
 
 
 
(j)
 
(1)
 
Form of Income Access Rider (Form No. 20-1104)7
 
 
 
 
 
 
 
 
 
 
 
(2)
 
Income Access Endorsement (Form No. 15-1122)10
 
 
 
 
 
(3)
 
Form of Excess Withdrawal Endorsement (Form No. 15-1152C)17
 
 
 
 
 
 
 
    (k)   Form of DCA Plus Fixed Option Rider (Form No. 20-1103)6
 
 
 
 
 
 
 
    (l)   Guaranteed Income Annuity Rider (Form No. 20-1118)8
 
 
 
 
 
 
 
    (m)   Stepped-Up Death Benefit Rider (Form No. 20-1117)8
 
 
 
 
 
    (n)   (1)   5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131)13
 
 
 
 
 
(2)
 
Form of Excess Withdrawal Endorsement (Form No. 15-1152)17
 
    (o)   (1)   Form of joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135)14
 
 
 
 
 
(2)
 
Form of Excess Withdrawal Endorsement (Form No. 15-1152B)17
 
    (p)       Form of Guaranteed Protection Advantage 3 Rider (Form No. 20-1145)15
 
    (q)   (1)   Form of Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146)15
 
 
 
 
 
(2)
 
Form of Excess Withdrawal Endorsement (Form No. 15-1152)17
 
 
 
 
 
    (r)   Form of Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153)17
 
 
 
 
 
    (s)   Form of Guaranteed Withdrawal Benefit Rider (Form No. 20-1154)17
 
 
 
 
 
    (t)   Form of Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155)17
 
 
 
 
 
    (u)   Form of Core Protect Advantage Rider (Form No. 20-1161)
 
 
 
 
 
    (v)   Form of Core Withdrawal Benefit Rider (Form No. 20-1162)
 
 
 
 
 
 
 
 
 
 
5.
 
(a)
 
Form of Variable Annuity Application. (Form No. 25-1130)12
 
 
 
 
 
 
 
 
 
(b)
 
Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)11
 
 
 
 
 
6.
 
(a)
 
Pacific Life’s Articles of Incorporation2
 
 
 
 
 
 
 
(b)
 
By-laws of Pacific Life2
 
 
 
 
 
 
 
(c)
 
Pacific Life’s Restated Articles of Incorporation11
 
 
 
 
 
 
 
(d)
 
By-laws of Pacific Life As Amended September 1, 200511
 
 
 
 
 
7.   Form of Reinsurance Agreement16
 
 
 
 
 
8.  
(a)
 
Pacific Select Fund Participation Agreement4
 
 
 
 
 
 
 
(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 Company9
 
 
 
 
 
 
 
(c)
 
Form of Exhibit B to the Pacific Select Fund Participation Agreement (to add International Small-Cap and Diversified Bond)11
 
 
(d)
 
Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement17
 
 
(e)
 
Form of BlackRock Variable Series Fund, Inc. Participation Agreement17
 
 
(f)
 
Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement17
 
 
(g)
 
Form of AllianceBernstein Investments, Inc. Administrative Services Agreement17
 
 
(h)
 
Form of BlackRock Distributors, Inc. Administrative Services Agreement17
 
 
(i)
 
Form of Franklin Templeton Services, LLC Administrative Services Agreement17
 
 
(j)
 
Form of AIM Variable Insurance Funds Participation Agreement18
 
 
(k)
 
Form of Invesco Aim Distributors, Inc. Distribution Services Agreement18
 
 
(l)
 
Form of Invesco Aim Advisors, Inc. Administrative Services Agreement18
 
 
(m)
 
Form of GE Investments Funds, Inc. Participation Agreement18
 
 
(n)
 
Form of GE Investment Distributors, Inc. Distribution and Services Agreement18
 
 
(o)
 
Form of Van Kampen Life Investment Trust Participation Agreement18
 
 
(p)
 
Form of Van Kampen Funds, Inc. Shareholder Service Agreement18
 
 
(q)
 
Form of Van Kampen Asset Management Administrative Services Letter Agreement18
 
 
 
 
 
9.   Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered12.

II-2



 

     
10.
 
Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors16
 
 
 
11.
 
Not applicable
 
 
 
12.
 
Not applicable
 
 
 
13.
 
Powers of Attorney


1   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.
 
2   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.
 
3   Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein.
 
4   Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001, and incorporated by reference herein.
 
5   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein.
 
6   Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003, and incorporated by reference herein.
 
7   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004, and incorporated by reference herein.
 
8   Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004, and incorporated by reference herein.
 
9   Included in Registrant’s Form N-4/B, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253 filed on April 19, 2005, and incorporated by reference herein.
 
10   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-05-000440 filed on June 15, 2005, and incorporated by reference herein.
 
11   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein.
 
12   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.
 
13   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.
 
14   Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-07-000095 filed on February 9, 2007, and incorporated by reference herein.
 
15   Included in Registrant’s Form N-4/A, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007, and incorporated by reference herein.
 
16   Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-000624 filed on April 22, 2008, and incorporated by reference herein.
 
17   Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein.
 
18   Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein.
 C: 

Item 25. Directors and Officers of Pacific Life

     
    Positions and Offices
Name and Address   with Pacific Life
James T. Morris   Director, Chairman, President and Chief Executive Officer
Khanh T. Tran   Director, Executive Vice President and Chief Financial Officer
Sharon A. Cheever   Director, Senior Vice President and General Counsel
Audrey L. Milfs   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
Denis P. Kalscheur   Vice President and Treasurer


The address for each of the persons listed above is as follows:

700 Newport Center Drive
Newport Beach, California 92660

II-3



 

 C: 
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
 C:  C: 
                 
    Jurisdiction of     Percentage of  
    Incorporation or     Ownership by its  
    Organization     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 Select, LLC
  Delaware     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  
Kinzie Member, LLC
  Delaware     100  
Parcel B Owner LLC
  Delaware     88  
Kinzie Parcel A Member, LLC
  Delaware     100  
Parcel A Owner LLC
  Delaware     90  
Kierland One, LLC
  Delaware     100  
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  
Confederation Life Insurance and Annuity Company
  Georgia     100  
Pacific Life Fund Advisors LLC +
  Delaware     100  
Pacific Alliance Reinsurance Company of Vermont
  Vermont     100  
Pacific Mezzanine Associates L.L.C.
  Delaware     67  
Pacific Mezzanine Investors L.L.C.#
  Delaware     100  
College Savings Bank
  New Jersey     100  
Pacific Asset Funding, LLC
  Delaware     100  
PL Trading Company, LLC
  Delaware     100  
Pacific Life Trade Services, Limited
  Hong Kong     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  
Pacific Alliance Reinsurance Ltd.
  Bermuda     100  
Aviation Capital Group Corp.
  Delaware     100  
ACG Acquisition Corporation V
  Delaware     100  
ACG Acquisition 41 LLC
  Delaware     100  
ACG Acquisition 42 LLC
  Delaware     100  
ACG International Ltd.
  Bermuda     100  
ACG Acquisition Ireland III Limited
  Ireland     100  
ACG Acquisition Ireland IV Ltd.
  Ireland     100  
ACG Acquisition Ireland V Ltd.
  Ireland     100  
ACG Investment Capital Partners LLC
  Delaware     50  
MAPF Holdings LLC
  Delaware     23 (approx.)
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 XV LLC
  Delaware     100  
ACG Acquisition XX LLC
  Delaware     100  
ACG Acquisition Ireland Limited
  Ireland     100  
ACG Acquisition Labuan Ltd.
  Labuan     100  
ACG Acquisitions Sweden AB
  Sweden     100  
ACG Acquisitions (Bermuda) Ltd.
  Bermuda     100  
ACG Acquisition XXI LLC
  Delaware     100  
ACG Trust 2004 -1 Holding LLC
  Delaware     100  
ACG Funding Trust 2004-1
  Delaware     100  
ACG Acquisition 30746 LLC
  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 XXX LLC
  Delaware     100  
ACG Acquisition 31 LLC
  Delaware     100  
ACG Acquisition 32 LLC
  Delaware     100  
ACG Acquisition 33 LLC
  Delaware     100  
ACG Acquisition 34 LLC
  Delaware     100  
ACG Acquisition 36 LLC
  Delaware     100  
ACG Acquisition 39 LLC
  Delaware     100  
ACGFS LLC
  Delaware     100  
ACG Acquisition 35 LLC
  Delaware     100  
Boullioun Aviation Services Inc.
  Washington     100  
Boullioun Aviation Services (International) Inc.
  Washington     100  
Boullioun Aircraft Holding Company, Inc.
  Washington     100  
Boullioun Portfolio Finance III LLC
  Nevada     100  
ACG Funding 2005-1 Holding LLC
  Delaware     100  
ACG Funding Trust 2005-1
  Delaware     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 30286 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  
0168 Statutory Trust
  Connecticut     100  
0179 Statutory Trust
  Connecticut     100  
Bellevue Aircraft Leasing Limited
  Ireland     100  
Rainier Aircraft Leasing (Ireland) Limited
  Ireland     100  
ACG Acquisition (Cyprus) Ltd.
  Cyprus     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 3141 LLC
  Delaware     100  
ACG Acquisition Aruba NV
  Aruba     100  
ACG Trust 2006-1 Holding LLC
  Delaware     100  
ACG Funding Trust 2006-1
  Delaware     100  
ACG Capital Partners LLC
  Delaware     50  
Bellevue Coastal Leasing LLC
  Washington     100  
ACG Capital Partners Ireland Limited
  Ireland     100  
ACG Acquisition 30288 LLC
  Delaware     100  
ACGCP Acquisition 979 LLC
  Delaware     100  
 
#   Abbreviated structure
 
+   A Division of Pacific Life Fund Advisors LLC does business as Pacific Asset Management



 

 C: 

Item 27. Number of Contractholders

                 
        Pacific Voyages - Approximately  
 

21,207  Qualified
       
 

13,712  Non Qualified
 C: 

Item 28. Indemnification

  (a)   The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

    Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue or alleged untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD.

    PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim.

  (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-5



 

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-6



 

 C: 

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, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account 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.
 C: 

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.  C: 

Item 31. Management Services

Not applicable  C: 

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-7



 

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-8



 

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(a) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 12 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 9th day of February, 2009.

         
    SEPARATE ACCOUNT A
        (Registrant)
         
    By:   PACIFIC LIFE INSURANCE COMPANY
         
    By:    
       
        James T. Morris*
        Director, Chairman, President and Chief Executive Officer
         
    By:   PACIFIC LIFE INSURANCE COMPANY
(Depositor)
         
    By:    
       
        James T. Morris*
        Director, Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 12 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, President and Chief Executive Officer   February 9, 2009
 

Khanh T. Tran*
  Director, Executive Vice President and Chief
Financial Officer
  February 9, 2009
 

Sharon A. Cheever*
  Director, Senior Vice President and General
Counsel
  February 9, 2009
 

Audrey L. Milfs*
  Director, Vice President and Secretary   February 9, 2009
 

Edward R. Byrd*
  Senior Vice President and
Chief Accounting Officer
  February 9, 2009
 

Brian D. Klemens*
  Vice President and Controller   February 9, 2009
 

Dewey P. Bushaw*
  Executive Vice President   February 9, 2009
             
*By:   /s/   SHARON A. CHEEVER       February 9, 2009
   
       
    Sharon A. Cheever
as attorney-in-fact
       

(Powers of Attorney are contained in this Registration Statement as Exhibit 13).

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485APOS’ Filing    Date    Other Filings
5/1/09485BPOS,  497
Filed on:2/9/09CORRESP
1/1/09
12/31/0824F-2NT,  N-30D,  NSAR-U
12/4/08485BPOS
9/11/08485BPOS
7/2/08485APOS
4/22/08485BPOS
12/31/0724F-2NT,  EFFECT,  N-30D,  NSAR-U,  NT-NSAR
12/12/07485APOS,  CORRESP
2/9/07485APOS
12/20/06485BPOS
8/14/06N-4
4/18/06485BPOS
9/1/05
6/15/05485BPOS
4/19/05485BPOS
10/15/04485APOS
2/27/04485BPOS,  NSAR-U
12/24/03485APOS
12/19/02485BPOS
4/25/01485BPOS
3/2/01485APOS
4/29/98485BPOS
4/19/96N-4/A
 List all Filings 


41 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/18/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:5.3M                                   Toppan Merrill/FA
 4/18/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:6.8M                                   Toppan Merrill/FA
 4/18/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:6M                                     Toppan Merrill/FA
 4/17/23  Pacific Select Var Ann Sep Ac… Co 485BPOS     5/01/23    3:6.6M                                   Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:15M                                    Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    4:7.6M                                   Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:12M                                    Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    4:15M                                    Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:14M                                    Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:7.9M                                   Toppan Merrill/FA
 4/19/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:24M                                    Toppan Merrill/FA
 4/19/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:25M                                    Toppan Merrill/FA
 4/19/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:25M                                    Toppan Merrill/FA
 4/19/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:26M                                    Toppan Merrill/FA
 4/18/22  Pacific Select Var Ann Sep Ac… Co 485BPOS     5/01/22    3:16M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:27M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:50M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:53M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:52M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:53M                                    Toppan Merrill/FA
10/20/21  Pacific Select Var Ann Sep Ac… Co 485BPOS    10/20/21    2:597K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:561K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:578K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:563K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:585K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:653K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:633K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:626K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:623K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:605K                                   Toppan Merrill/FA
 9/16/21  Sep Acct A of Pacific Life Ins Co 485BPOS     9/16/21    3:627K                                   Toppan Merrill/FA
 4/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:18M                                    Toppan Merrill/FA
 4/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:18M                                    Toppan Merrill/FA
 4/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:17M                                    Toppan Merrill/FA
 4/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:19M                                    Toppan Merrill/FA
 4/19/21  Pacific Select Var Ann Sep Ac… Co 485BPOS     5/01/21    4:15M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:36M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:38M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:38M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:19M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:39M                                    Toppan Merrill/FA
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