485BPOS 1 d485bpos.htm PSVA POST EFFECTIVE AMENDMENT #21 PSVA Post Effective Amendment #21
 
As filed with the Securities and Exchange Commission on December 18, 2002
Registration Nos.
 
33-32704
811-05980
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
   
Pre-Effective Amendment No.     
 
¨
Post-Effective Amendment No. 21
 
x
and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
Amendment No. 22
 
x
(Check appropriate box or boxes)
 
PACIFIC SELECT VARIABLE ANNUITY SEPARATE ACCOUNT
(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)
 
(949) 219-3743
(Depositor’s Telephone Number, including Area Code)
 
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service of Process)
 
Copies of all communications to:
Diane N. Ledger
Pacific Life Insurance Company
P.O. Box 9000
Newport Beach, California 92658-9030
  
Ruth Epstein, Esq.
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
 
Approximate Date of Proposed Public Offering             
 
It is proposed that this filing will become effective (check appropriate box)
x
 
immediately upon filing pursuant to paragraph (b) of Rule 485
¨
 
on                             pursuant to paragraph (b) of Rule 485
¨
 
60 days after filing pursuant to paragraph (a)(1) of Rule 485
¨
 
on                             pursuant to paragraph (a)(1) of Rule 485
 
If appropriate, check the following box:
 
¨
 
this post-effective amendment designates a new effective date
 
for a previously filed post-effective amendment.
 
Title of Securities Being Registered: Interests in the Separate Account under Pacific Select Variable Annuity individual flexible premium variable accumulation deferred annuity contracts.
 
Filing Fee: None
 


 
PACIFIC SELECT VARIABLE ANNUITY SEPARATE ACCOUNT
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 SELECT VARIABLE ANNUITY
 
4.
  
Condensed Financial Information
  
FINANCIAL HIGHLIGHTS
 
5.

  
General Description of Registrant,
Depositor and Portfolio Companies
 
  
The Separate Account; Voting of Fund Shares
6.
  
Deductions and Expenses
  
CHARGES, FEES AND DEDUCTIONS
 
7.
  
General Description of Variable
Annuity Contracts

  
AN OVERVIEW OF PACIFIC SELECT VARIABLE ANNUITY; The Contracts; More About the Contracts
 
8.
  
Annuity Period
  
ANNUITY PERIOD
 
9.
  
Death Benefit
  
The Death Benefit; Death of Owner
 
10.
  
Purchases and Contract Values

  
Investments; Allocation of Investments; Accumulated Value; Determination of Accumulated Value
 
11.
  
Redemptions

  
Transfers of Accumulated Value; Full and Partial Withdrawals; Preauthorized Scheduled Withdrawals
 
12.
  
Taxes
  
Federal Tax Status
 
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
  
General Information and History
18.
  
Services
  
Safekeeping of Assets
19.
  
Purchase of Securities Being Offered
  
Distribution of Contracts; Charges and Deductions
20.
  
Underwriters
  
Distribution of the Contract
21.
  
Calculation of Performance Data
  
Performance Information
22.
  
Annuity Payments
  
Annuity Period
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. 033-32704, Accession No. 0001017062-02-000772
filed on April 30, 2002 and incorporated by reference herein.)
 


Statement of Additional Information
 
(Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-
02-000772 filed on April 30, 2002 and incorporated by reference herein.)


 
Supplement dated December 18, 2002 to the Prospectus dated May 1, 2002
for the Pacific Select Variable Annuity, a 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 restates information contained in a Supplement dated October 8, 2002 and changes the Prospectus to reflect the following:
 
 
The Large-Cap Core Variable
Investment Option will change its name and the underlying Portfolio’s main investments will change.
     
Effective January 1, 2003, the name of the Large-Cap Core Variable Investment Option will be changed to Main Street® Core Variable Investment Option.
 
This will reflect a change in name of the underlying Large-Cap Core Portfolio. Any reference to the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Statement of Additional Information will be revised to be the Main Street Core Portfolio, Subaccount, or Variable Investment Option.
 
Effective January 1, 2003, the Main Street® Core Portfolio’s main investments will be: Equity Securities of large U.S. companies.
 
 
The portfolio managers for the Multi-Strategy, Main Street® Core, and Emerging Markets Portfolios will change.
 
     
Effective January 1, 2003, OppenheimerFunds, Inc. will become the portfolio manager of the Multi-Strategy, Main Street Core and Emerging Markets Portfolios.
 
AN OVERVIEW OF PACIFIC SELECT VARIABLE ANNUITY—Optional Rider is amended.
     
The Optional Rider–Guaranteed Protection Advantage (GPA) Rider section is amended to read as follows:
 
The optional Guaranteed Protection Advantage Rider provides for an additional amount that may be added to your Contract Value when an asset allocation program, established and maintained by us for this Rider, is used for a 10-year period (the ‘‘Term’’). The Term begins on the Effective Date of the Rider. Your entire Contract Value must be invested in an asset allocation program during the entire Term for the additional amount to be added to your Contract. The Guaranteed Protection Advantage Rider may not be available. Ask your registered representative about its current availability.
 


 
AN OVERVIEW OF PACIFIC SELECT VARIABLE ANNUITY—Pacific Select Fund Annual Expenses is amended.
     
The 1st paragraph of the Pacific Select Fund Annual Expenses—Other Expenses section is replaced with the following:
 
The table below shows the advisory fee and Fund expenses as an annual percentage of each Portfolio’s average daily net assets, based on the year 2001 unless otherwise noted. 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 for operating expenses (including organizational expenses, but not including advisory fees, additional costs associated with foreign investing, interest (including commitment fees), taxes, brokerage commissions and other transactional expenses, extraordinary expenses, 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 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 December 31, 2003. In 2001, Pacific Life recouped $13,202 from the I-Net Tollkeeper Portfolio for its reimbursements in 2000 under the expense limitation agreement.
 

Information on the Emerging Markets and I-Net Tollkeeper Portfolios in the Other Expenses table is replaced with the following:
 
     













       
Portfolio
 
Advisory
fee
 
Other
expenses
 
12b-1
amounts
†  
 
Total
expenses  
 
Less adviser’s reimbursement  
 
Total net expenses
     













       
Emerging Markets1,2
 
1.00
 
0.22
 
 
1.22
 
 —
 
1.22
       
I-Net Tollkeeper3
 
1.25
 
0.07
 
 
1.32
 
 —
 
1.32
     













       
1  Total adjusted net expenses for this Portfolio, after deduction of an offset for custodian credits and the 12b-1 recapture were 1.21%.
 
2  Effective January 1, 2003, advisory fee is reduced from the annual rate of 1.10% of the average daily net assets to 1.00%.
 
3  Effective November 1, 2002, advisory fee is reduced from the annual rate of 1.40% of the average daily net assets to 1.25%.
 
† The Fund has a brokerage enhancement 12b-1 plan under which brokerage transactions, subject to best price and execution, may be placed with certain broker-dealers in return for credits, cash or other compensation (“recaptured commissions”). While a Portfolio pays the cost of brokerage when it buys or sells a portfolio security, there are no fees or charges to the Fund under the plan. Recaptured commissions may be used to promote and market Fund shares and the distributor may therefore defray expenses for distribution that it might otherwise incur. The SEC staff requires that the amount of recaptured commissions be shown as an expense in the chart above.
 
 
THE CONTRACT—Purchasing the Guaranteed Protection Advantage (GPA) Rider (Optional) is amended.
     
Paragraph 2 of the Purchasing the Guaranteed Protection Advantage (GPA) Rider (Optional) section is replaced with the following:
 
If you purchase the Guaranteed Protection Advantage Rider within 60 days after the Contract Date or 30 days after a Contract Anniversary, the Effective Date of the Rider will be that Contract Date or Anniversary. The Rider will remain in effect, unless otherwise terminated, for a 10-year period (the ‘‘Term’’) beginning on the Effective Date of the Rider.

2


 
THE CONTRACT—
Investments is amended.
      
Paragraphs 1 and 2 of the Forms of Investment subsection are replaced with the following:
 
Your initial and additional Investments may be sent by personal or bank check or by wire transfer. Investments must be made in a form acceptable to us before we can process it. Acceptable forms of Investments are:
 
• personal check or cashier’s check, drawn on a U.S. bank,
 
• money order, and traveler’s checks in single denominations of $10,000 or more if they originate in a U.S. bank,
 
• third party check, when there is a clear connection of the third party to the underlying transaction, and
 
• wire transfers that originate in U.S. banks.
 
We will not accept Investments in the following forms:
 
• cash,
 
• credit card or checks drawn against a credit card account,
 
• money order or traveler’s checks in single denominations of less than $10,000,
 
• cashier’s check, money orders, traveler’s checks or personal checks drawn on non-U.S. banks, even if the payment may be effected through a U.S. bank,
 
• third party check, if there is not a clear connection of the third party to the underlying transaction, and
 
• wires that originate from foreign bank accounts.
 
 
THE CONTRACT—Death Benefit is amended.
      
The Death Benefit section is amended by adding the following after the 2nd paragraph:
 
For purposes of the calculations to determine the Death Benefit, the reductions caused by previous withdrawals are calculated by multiplying aggregate Premium Payments received, the Accumulated Value at the fifth Contract Anniversary, or most recent Minimum Guaranteed Death Benefit, as applicable, prior to each withdrawal by the ratio of the amount of the withdrawal to the Accumulated Value immediately prior to each withdrawal.
 
 
THE FIXED ACCOUNTTransfers and Withdrawals is amended.
      
The 3rd paragraph of the Transfers and Withdrawals section is replaced with the following:
 
We reserve the right to waive the restrictions that limit transfers from the Fixed Account to one transfer within the 30 days after the end of each Contract Anniversary. We also reserve the right to waive the limitations on the maximum amount you may transfer from the Fixed Account in any given Contract year. We may process requests for transfers from the Fixed Account that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. transfers are limited to 25 for each calendar year.
 

3


PSVASU1202


 
Part C:    OTHER INFORMATION
 
Item 24.    Financial Statements and Exhibits
 
(a) Financial Statements
 
Part A:
 
Part B:
 
 
(1)
 
Registrant’s Financial Statements
 
Audited Financial Statements dated as of December 31, 2001 which are incorporated by reference from the 2001 Annual Report include the following for Pacific Select Variable Annuity Separate Account:
 
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
 
 
(2)
 
Depositor’s Financial Statements
 
Audited Consolidated Financial Statements dated as of December 31, 2001 and 2000 and for the three year period ended December 31, 2001, included in Part B include the following for Pacific Life:
 
Independent Auditor’s 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 Accounts and Memorandum establishing Pacific Select Variable Annuity Separate Account.1
 
 
    (b)
 
Memorandum dated October 1, 1993 authorizing establishment of Growth LT Variable Account.1
 
 
    (c)
 
Memorandum dated September 16, 1994 authorizing establishment of Equity and Bond and Income Variable Accounts1
 

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(d)

  
Memorandum Establishing Two New Variable Accounts —Aggressive Equity and Emerging Markets Portfolios1
 
    
(e)

  
Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws3
 
2.
  
Not applicable
 
3.
  
(a)
  
Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors Inc. (PSD)1
 
    
(b)
  
Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers1
 
4.
  
(a)

  
Form of Individual Flexible Premium Variable Accumulation Deferred Annuity Contract, Form 90-531
 
    
(b)
  
Guaranteed Death Benefit Rider1
 
    
(c)
  
Individual Retirement Annuity Rider (Form No. 20-18900)
 
    
(d)
  
Pension Plan Rider1
 
    
(e)
  
Required Distributions for Compliance with Section 72(S) Rider1
 
    
(f)
  
Endorsement (Preauthorized Withdrawal Feature)1
 
    
(g)
  
Endorsement (Distribution of In-Kind Securities)1
 
    
(h)
  
Free Look Sticker ST-431
 
    
(i)
  
Minimum Guaranteed Death Benefit and Terminal Illness Waiver Endorsement E-93-90531
 
    
(j)
  
Changes to Contract Endorsement E1-95-90531
 
    
(k)

  
Required Distributions for Compliance with Section 72(S) of the Internal Revenue Code of 1986, amended (the Code) Rider R72S-95531
 
    
(l)
  
403(b) Tax Sheltered Annuity Rider10
 
    
(m)
  
Section 457 Plan Rider R-95-4571
 
    
(n)
  
Qualified Plan Loan Endorsement1
 
    
(o)
  
Roth Individual Retirement Annuity Rider (Form No. 20-19000)
 
    
(p)
  
SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)
 
    
(q)
  
Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)9
 
    
(r)
  
Qualified Retirement Plan Rider10
 
5.
  
(a)
  
Application Form for Individual Flexible Premium Variable3
 
    
Deferred Annuity Contract, Form AP9230-11
 
    
(b)
  
Form of Guaranteed Protection Advantage Rider Request (Form No. 55-16600)9

II-2


 
6.
  
(a)
  
Articles of Incorporation of Pacific Life3
 
    
(b)
  
By-laws of Pacific Life3
 
7.
  
Not applicable
 
8.
  
(a)
  
Fund Participation Agreement8
 
    
(b)

  
Addendum to the Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios)8
 
    
(c)
  
Addendum to the Fund Participation Agreement (to add nine new Portfolios)8
 
    
(d)

  
Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios)10
 
9.
  
Opinion and Consent of legal officer of Pacific Mutual as to the legality of Contracts being registered1
 
10.
  
(a)
  
Independent Auditors’ Consent10
 
    
(b)
  
Consent of Dechert Price & Rhoads1
 
11.
  
Not applicable
 
12.
  
Not applicable
 
13.
  
Performance Calculations10
 
14.
  
Not applicable
 
15.
  
Powers of Attorney10
 
16.
  
Not applicable
 
 
1
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0000898430-001024 filed on March 28, 1996 and incorporated by reference herein.
 
2
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-97-000782 filed on April 29, 1997 and incorporated by reference herein.
 
3
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-98-000944 filed on April 29, 1998 and incorporated by reference herein.
 
4
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-99-000770 filed on April 30, 1999 and incorporated by reference herein.
 
5
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-00-000580 filed on February 29, 2000 and incorporated by reference herein.
 
6
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-00-000956 filed on April 21, 2000 and incorporated by reference herein.
 
7
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-00-002451 filed on December 7, 2000 and incorporated by reference herein.
 
8
 
Included in Registrant’s Form N-4/B, File No. 033-32704, Accession No. 0001017062-01-500102 filed on April 26, 2001 and incorporated by reference herein.
 
9
 
Included in Registrant’s Form N-4/A, File No. 033-32704, Accession No. 0000898430-01-503114 filed on October 25, 2001 and incorporated by reference herein.
 
10
 
Included in Registrant's Form N-4/B, File No. 033-32704, Accession No. 0001017062-02-000772 filed on April 30, 2002 and incorporated by reference herein.

II-3


 
Item 25.    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
 
Edward R. Byrd
  
Vice President and Controller
 
Brian D. Klemens
  
Vice President and Treasurer
 
Gerald W. Robinson
  
Executive Vice President

The address for each of the persons listed above is as follows:
 
700 Newport Center Drive
Newport Beach, California 92660
 

II-4


 
Item 26.
 
Persons Controlled by or Under Common Control with Pacific Life or Pacific Select Variable Annuity 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, 99% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Pacific Life is the parent company of Pacific Asset Management LLC (a Delaware Limited Liability Company), Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company), Pacific Select Distributors, Inc., and World-Wide Holdings Limited (a United Kingdom Corporation). Pacific Life also has a 50% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company). A subsidiary of Pacific Mezzanine Associates, L.L.C. is Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company) who is the sole general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Asset Management LLC owns PMRealty Advisors Inc. and Pacific Financial Products Inc. (a Delaware Corporation) and has a non-managing membership interest in Allianz-PacLife Partners LLC ( a Delaware Limited Liability Company), Pacific Financial Products, Inc. and Allianz-PacLife Partners LLC own the Class E units of PIMCO Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc. include: Associated Financial Group, Inc. along with its subsidiary Associated Securities Corporation; Mutual Service Corporation (a Michigan Corporation), along with its subsidiaries Advisors’ Mutual Service Center, Inc. (a Michigan Corporation) and Titan Value Equities Group, Inc.; and United Planners’ Group, Inc. (an Arizona Corporation), along with its subsidiary United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of World-Wide Holdings Limited include: World-Wide Reassurance Company Limited (a United Kingdom Corporation) and World- Wide Reassurance Company (BVI) Limited (a British Virgin Islands Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.
 
Item 27.
     
  Number of Contractholders
 
    
       
Approximately            23,050
  
Qualified          
       
                                     30,002
  
Non-Qualified
 

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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 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

II-6


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 29.    Principal Underwriters
 
 
(a)
 
PSD also acts as principal underwriter for Pacific Select Separate Account, Pacific Select Exec Separate Account, Separate Account A, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Life and Annuity Pacific Select Exec Separate Account, Pacific Life and Annuity Separate Account A, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, and Pacific Select Fund.
 
 
(b)
 
For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.
 

II-7


 
 
(c)
 
PSD retains no compensation or net discounts or commissions from the Registrant.
 
Item 30.     Location of Accounts and Records
 
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.
 
Item 31.    Management Services
 
Not applicable
 
Item 32.    Undertakings
 
The registrant hereby undertakes:
 
 
(a)
 
to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.
 
 
(b)
 
to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, (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.
 
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(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 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.
 

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 21 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 State of California, on this 18th day of December, 2002.
 
 
SEPARATE ACCOUNT A
                                (Registrant)
By:
 
PACIFIC LIFE INSURANCE COMPANY
By:
 
 

   
Thomas C. Sutton*
Chairman and Chief Executive Officer
 
By:
 
PACIFIC LIFE INSURANCE COMPANY
   
(Depositor)
 
By:
 
 

   
Thomas C. Sutton*
Chairman and Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 21 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
 
Signature

  
Title

 
Date


Thomas C. Sutton*
  
Director, Chairman of the Board and Chief Executive Officer
 
December 18, 2002
 

Glenn S. Schafer*
  
Director and President
 
December 18, 2002

Khanh T. Tran*
  
Director, Executive Vice President and Chief Financial Officer
 
December 18, 2002

David R. Carmichael*
  
Director, Senior Vice President and General Counsel
 
December 18, 2002

Audrey L. Milfs*
  
Director, Vice President and Corporate Secretary
 
December 18, 2002

Edward R. Byrd*
  
Vice President and Controller
 
December 18, 2002

Brian D. Klemens*
  
Vice President and Treasurer
 
December 18, 2002

Gerald W. Robinson*
  
Executive Vice President
 
December 18, 2002
 
*By:
 
/s/    DAVID R. CARMICHAEL

                                                     
December 18, 2002
   
David R. Carmichael
as attorney-in-fact
                                                       
 
(Powers of Attorney are contained in Post-Effective Amendment No. 20 of the Registration Statement filed on Form N-4/B, for Pacific Select Variable Annuity Separate Account, File No. 033-32704, Accession No. 0001017062-02-000772 filed on April 30, 2002 as Exhibit 15.)

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