485BPOS 1 a01082a2e485bpos.htm POST EFFECTIVE AMENDMENT NO.1 TO FORM N-6 Pacific Life Insurance Company
 

As filed with the Securities and Exchange Commission on December 30, 2004

Registration No 333-118913



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6

SEC File # 811-5563

       
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   x
     
  Pre-Effective Amendment No.        o
     
  Post-Effective Amendment No. 1   x
     
  and/or    
     
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   x
     
  Amendment No. 77   x

PACIFIC SELECT EXEC SEPARATE ACCOUNT OF
PACIFIC LIFE INSURANCE COMPANY

(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY

(Name of Depositor)

700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Office)

(949) 219-3743
(Depository’s Telephone Number, including Area Code)

Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660

(Name and Address of Agent for Service of Process)

Copies to:
Jeffrey S. Puretz, Esq.
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006-2401

It is proposed that this filing will become effective:

     
x   immediately upon filing pursuant to paragraph (b) of Rule 485
     
    on __________________ pursuant to paragraph (b) of Rule 485
     
o   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 date for a previously file post-effective amendment.
     
Title of securities being registered: interests in the Separate Account under Pacific Select Accumulator Flexible Premium Variable Life Insurance Policies.
     
     
Filing fee: None



 


 

PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

(Included in Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-6, Accession No. 0000950137-04-011323, as filed on December 22, 2004, and included in Form 497, Accession No. 0000950137-04-011558, as filed on December 29, 2004, and incorporated by reference herein.)


 

Supplement Dated December 30, 2004 to Prospectus Dated December 28, 2004 for
Pacific Select Accumulator Flexible Premium Variable Life Insurance Policy (the “policy”)
Issued by Pacific Life Insurance Company
     
 
The name of the I-Net TollkeeperSM portfolio is changing  
Effective February 1, 2005, the I-Net Tollkeeper PortfolioSM will change its name to the Concentrated Growth Portfolio. All references to the I-Net Tollkeeper portfolio, investment option or variable account are changed to Concentrated Growth portfolio, investment option or variable account.
 
Fee tables is amended  
Effective February 1, 2005, the following replaces Total annual Pacific Select Fund operating expenses:

Total annual fund operating expenses
This table shows the minimum and maximum total operating expenses charged by the portfolios that you may pay periodically during the time that you own the policy. This table shows the range (minimum and maximum) of fees and expenses charged by any of the portfolios, expressed as a percentage of average daily net assets, for the year ended December 31, 2003.

Each variable account of the separate account purchases shares of the corresponding fund portfolio at net asset value. The net asset value reflects the investment advisory fees and other expenses that are deducted from the assets of the portfolio. The advisory fees and other expenses are not fixed or specified under the terms of the policy, and they may vary from year to year. These fees and expenses are described in each fund’s prospectus.
             
Minimum Maximum

    Total annual portfolio operating expenses1   0.30   1.29
     
    1 Amounts shown are gross expenses deducted from portfolio assets, including advisory fees, 12b-1 distribution expenses, and other expenses. The expense information has been restated to reflect fees that will be effective on February 1, 2005.
 
     To help limit fund expenses, Pacific Life has contractually agreed to waive all or part of its investment advisory fees or otherwise reimburse each portfolio of Pacific Select Fund for its operating expenses (including organizational expenses, but not including advisory fees; 12b-1 distribution expenses; additional costs associated with foreign investing (including foreign taxes on dividends, interest, or gains); interest (including commitment fees); taxes; brokerage commissions and other transactional expenses; extraordinary expenses such as litigation expenses; other expenses not incurred in the ordinary course of business; and expenses of counsel or other persons or services retained by the fund’s independent trustees) that exceed an annual rate of 0.10% of its average daily net assets. Such waiver or reimbursement is subject to repayment to Pacific Life, for a period of time as permitted under regulatory and/or accounting standards (currently 3 years), to the extent such expenses fall below the 0.10% expense cap in future years. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the portfolio, but not above the 0.10% expense cap. There is no guarantee that Pacific Life will continue to cap expenses after April 30, 2005.
     
 
Your investment options is changed  
Effective February 1, 2005, the disclosure regarding the I-Net Tollkeeper portfolio in the chart under Variable investment options is replaced with:
                 
    Concentrated Growth   Long-term growth of capital.   Equity securities selected for their growth potential.   Goldman Sachs Asset Management, L.P.


 

PACIFIC SELECT EXEC SEPARATE ACCOUNT

PART C: OTHER INFORMATION

Item 27. Exhibits

         
(1)   (a)   Resolution of the Board of Directors of the Depositor dated November 22, 1989 and copies of the Memoranda concerning Pacific Select Exec Separate Account dated May 12, 1988 and January 26, 1993.1
         
    (b)   Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.1
         
(2)   Inapplicable
         
(3)   (a)   Distribution Agreement Between Pacific Life Insurance Company and Pacific Mutual Distributors, Inc. (formerly known as Pacific Equities Network)1
         
    (b)   Form of Selling Agreement Between Pacific Mutual Distributors, Inc. and Various Broker-Dealers1
         
(4)   (a)   Flexible Premium Variable Life Insurance Policy1
         
    (b)   Accelerated Living Benefit Rider (form R92-ABR)1
         
    (c)   Spouse Term Rider (form R98-SPT)1
         
    (d)   Children’s Term Rider (form R84-CT)1
         
    (e)   Accidental Death Benefit (form R84-AD)1
         
    (f)   Disability Benefit Rider (form R84-DB)1
         
    (g)   Waiver of Charges (form R98-WC)1
         
    (h)   Guaranteed Insurability Rider (form R84-GI)1
         
(5)   Application for Flexible Premium Variable Life Insurance Policy & General Questionnaire1
         
(6)   (a)   Bylaws of Pacific Life Insurance Company1
         
    (b)   Articles of Incorporation of Pacific Life Insurance Company1

 


 

         
         
(7)   Form of Reinsurance Contract1
         
(8)   (a)   Participation Agreement between Pacific Life Insurance Company and Pacific Select Fund1
         
(9)   Inapplicable
         
(10)   Inapplicable
         
(11)   Form of Opinion and consent of legal officer of Pacific Life as to legality of Policies being registered1
         
(12)   Inapplicable
         
(13)   Inapplicable
         
(14)   (a)   Consent of Independent Registered Public Accounting Firm2
         
    (b)   Consent of Dechert2
         
(15)   Inapplicable
         
(16)   Inapplicable
         
(17)   Memorandum Describing Issuance, Transfer and Redemption Procedures1
         
(18)   Power of Attorney1

1 Filed as part of Registration Statement on Form N-6 via EDGAR on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869.
2 Filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 via EDGAR on December 22, 2004, File No. 333-118913, Accession Number 0000950137-04-011323.

 


 

Item 28. Directors and Officers of Pacific Life

     
Name and Address   Positions and Offices with Pacific Life

 
Thomas C. Sutton   Director, Chairman of the Board, and Chief Executive Officer
Glenn S. Schafer   Director and President
Khanh T. Tran   Director, Executive Vice President and Chief Financial Officer
David R. Carmichael   Director, Senior Vice President and General Counsel
Audrey L. Milfs   Director, Vice President and Corporate Secretary
Brian D. Klemens   Vice President and Treasurer
Edward R. Byrd   Vice President, Controller and Chief Accounting Officer
James T. Morris   Executive Vice President


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

700 Newport Center Drive
Newport Beach, California 92660

Item 29. Persons Controlled by or Under Common Control with Pacific Life or Pacific Select Exec Separate Account.

The following is an explanation of the organization chart of Pacific Life’s subsidiaries:

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE

Pacific Life is a California Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn, 98% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Other subsidiaries of Pacific LifeCorp are: a 91% ownership of Aviation Capital Group Holding Corp. (a Delaware Corporation); College Savings Bank (a New Jersey Chartered Capital Stock Savings Bank) and its subsidiary College Savings Trust (a Montana Chartered Uninsured Trust Company); Pacific Asset Funding, LLC (a Delaware Limited Liability Company) and its subsidiaries PL Trading Company, LLC (a Delaware Limited Liability Company) and Pacific Life Trade Services, Limited (a Hong Kong Limited Corporation); and Pacific Life & Annuity Services, Inc. (a Colorado Corporation). A Subsidiary of Aviation Capital Group Holding Corp., is Aviation Capital Group Corp. (a Delaware Corporation), which in turn, is the parent of: ACG Acquisition V Corporation (a Delaware Corporation), and ACG Trust II Holding LLC, a 50% ownership of ACG Acquisition VI LLC (a Nevada Limited Liability Company); a 33% ownership of ACG Acquisition IX LLC and ACG Acquisition 40 LLC; and ACG Trust 2004-1 Holding LLC and its subsidiary ACG Funding Trust 2004-1 (a Delaware Statutory Trust) ACG Trust II Holding LLC owns Aviation Capital Group Trust II (a Delaware statutory trust), which in turn owns ACG Acquisition XXV LLC, and ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXV LLC are ACG Acquisition 37-38 LLCS and ACG Acquisition Ireland II, Limited (an Irish Corporation). Subsidiaries of ACG Acquisition XXIX LLC are: ACG Acquisition XXX LLCs; ACG Acquisition 35 LLC; ACG Acquisition 32-34, 36 and 39 LLCs; and ACGFS LLC. Subsidiaries of ACG Acquisition VI LLC are: a 34% ownership of ACG Acquisition VIII LLC; a 20% ownership of ACG Acquisition XIV LLC; and a 20% ownership of ACG XIX LLC, which in turn owns ACG XIX Holding LLC, which owns Aviation Capital Group Trust (a Delaware statutory trust). Subsidiaries of Aviation Capital Group Trust are: ACG Acquisition XV LLC; ACG Acquisition XX LLC and its subsidiary ACG Acquisition Ireland, Limited (an Irish Corporation); and ACG Acquisition XXI, LLC. Pacific Life is the parent company of: Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company); Pacific Select Distributors, Inc.; Pacific Asset Management LLC (a Delaware Limited Liability Company); Confederation Life Insurance and Annuity Company (a Georgia Company); a 50% ownership of Asset Management Finance Corporation (a Delaware Corporation); an 8% ownership of Scottish Re Group Limited [(a Grand Cayman Islands Holding Company) abbreviated structure]; a 95% ownership of Grayhawk Golf Holdings, LLC (a Delaware Limited Liability Company), and its subsidiary Grayhawk Golf L.L.C. (an Arizona Limited Liability Company); a 67% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company) and its subsidiary Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company); Las Vegas Golf I, LLC (a Delaware Limited Liability Company) and its subsidiary, Angel Park Golf LLC (a Nevada Limited Liability Company); and Bryan Texas Apartments, LLC (a Delaware Limited Liability Company). Subsidiaries of Pacific Asset Management LLC are: a 21% ownership of Carson-Pacific LLC (a Delaware Limited Liability Company); Pacific Financial Products Inc. (a Delaware Corporation); and Allianz-Pac Life Partners LLC, a non-managing membership interest (a Delaware Limited Liability Company). Allianz-PacLife Partners LLC and Pacific Financial Products, Inc., own the Class E units of Allianz Dresdner Asset Management of America L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc., include: Associated Financial Group, Inc., Mutual Service Corporation (a Michigan Corporation) and its subsidiary, Contemporary Financial Solutions, Inc. (a Delaware Corporation), United Planners’ Group, Inc. (an Arizona Corporation), a 62% ownership of Waterstone Financial Group, Inc. (an Illinois Corporation); and M.L. Stern & Co., LLC (a Delaware Limited Liability Company) and its subsidiary, Tower Asset Management, LLC (a Delaware Limited Liability Company). Subsidiaries of Associated Financial Group, Inc., are Associated Planners Investment Advisory, Inc., Associated Securities Corp., and West Coast Realty Advisors, Inc.; United Planners’ Group, Inc. is the general partner and holds an approximately 45% general partnership interest in United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of United Planners’ Financial Services of America are UPFSA Insurance Agency of Arizona, Inc. (an Arizona Corporation), UPFSA Insurance Agency of California, Inc., United Planners Insurance Agency of Massachusetts, Inc. (a Massachusetts Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.

 


 

Item 30. 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 provides substantially as follows:
 
    Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, 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 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. Of this Agreement.
 
    Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act 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: (a) any oral or written misrepresentation by Selling Broker- Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker-Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

 


 

Item 31. Principal Underwriters

(a)   Other Activity.
 
    PSD (formerly Pacific Mutual Distributors, Inc.) also acts as principal underwriter for Pacific Select Separate Account of Pacific Life, Pacific Select Variable Annuity Separate Account of Pacific Life, Pacific Corinthian Variable Separate Account of Pacific Life, Separate Account A of Pacific Life, Separate Account B of Pacific Life, Pacific Select Exec Separate Account of PL&A, Separate Account A of PL&A and Pacific Select Fund.
 
(b)   Management.

     
Name   Positions and Offices with Underwriter

 
Edward R. Byrd   Director, VP, Chief Financial Officer
Gerald W. Robinson   Director, Chairman, Chief Executive Officer
Adrian S. Griggs   VP
M. Kathleen Hunter   VP
Brian D. Klemens   VP, Treasurer
Audrey L. Milfs   VP, Secretary
S. Kendrick Dunn   AVP, Compliance

The principal business address of each of the above individuals is c/o Pacific Life Insurance Company, 700 Newport Center Drive, Newport Beach, California 92660.

(c)   Compensation from the Registrant.

                 
(1)   (2)   (3)   (4)   (5)
      Compensation on        
        Events Occasioning        
Name of   Net Underwriting   the Deduction of a   Brokerage   Other
Principal Underwriter   Discounts and Commissions   Deferred Sales Load   Commissions   Compensation

 
 
 
 
PSD   N/A   N/A   N/A   N/A

Item 32. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.

Item 33. Management Services

Not applicable

Item 34. Fee Representation

REPRESENTATION PURSUANT TO SECTION 26(e) 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 Life Insurance Policy 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.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Pacific Select Exec Separate Account of Pacific Life Insurance Company, certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 to be signed on its behalf by the undersigned thereunto duly authorized in the City of Newport Beach, and State of California, on this 30th day of December, 2004.

         
    PACIFIC SELECT EXEC SEPARATE ACCOUNT
    (Registrant)
         
    By:   PACIFIC LIFE INSURANCE
COMPANY
         
    By:    
       
        Thomas C. Sutton*
        Chief Executive Officer
     
By:   /s/ DAVID R. CARMICHAEL
   
    David R. Carmichael
    as attorney-in-fact

(Power of Attorney is contained as Exhibit 18 in the Registration Statement on Form N-6 for the Pacific Select Exec Separate Account, File No. 333-118913, Accession No. 0000892569-04-000869, and incorporated by reference herein.)

 


 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Pacific Life Insurance Company, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized all in the City of Newport Beach, and State of California, on this 30th day of December, 2004.

         
    By:   PACIFIC LIFE INSURANCE
        COMPANY
        (Registrant)
         
    By:  
        Thomas C. Sutton*
        Chief Executive Officer
     
*By:   /s/ DAVID R.
CARMICHAEL
   
    David R. Carmichael
    as attorney-in-fact

(Power of Attorney is contained as Exhibit 18 in the Registration Statement on Form N-6 for the Pacific Select Exec Separate Account, File No. 333-118913, Accession No. 0000892569-04-000869, and incorporated by reference herein.)

 


 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

         
Name   Title   Date

 
 
*

Thomas C Sutton
  Director, Chairman of the Board and Chief Executive Officer   _________, 2004
         
*

Glenn S. Schafer
  Director and President   _________, 2004
         
*

Khanh T. Tran
  Director, Executive Vice President and Chief Financial Officer   _________, 2004
         
*

David R. Carmichael
  Director, Senior Vice President and General Counsel   _________, 2004
         
*

Audrey L. Milfs
  Director, Vice President and Corporate Secretary   _________, 2004
         
*

Edward R. Byrd
  Vice President, Controller and Chief Accounting Officer   _________, 2004
         
*

Brian D. Klemens
  Vice President and Treasurer   _________, 2004
         
*

James T. Morris
  Executive Vice President   _________, 2004
         
*By:   /s/ DAVID R. CARMICHAEL   December 30, 2004        
   
   
    David R. Carmichael    
    as attorney-in-fact    

(Powers of Attorney are contained as Exhibit 18 in this Registration Statement on Form N-6 of Pacific Select Exec Separate Account, File No. 333-118913, Accession No. 0000892569-04-000869, and incorporated by reference herein.)