485BPOS 1 a50107e485bpos.htm POST-EFFECTIVE AMENDMENT e485bpos


As filed with the Securities and Exchange Commission on December 4, 2008.
Registrations Nos.

333-93059
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. 36
  x
   
 
   
and/or
   
 
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
  x
 
   
   
Amendment No. 226
  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
Pacific Life Insurance Company
P.O. Box 9000
Newport Beach, CA 92658-9030
  Jeffrey S. Puretz, Esq.
Dechert LLP
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)

     
o   immediately upon filing pursuant to paragraph (b) of Rule 485
þ   on December 15, 2008 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 effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in the Separate Account Under Pacific Innovations and Pacific Innovations Select individual flexible premium deferred 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
INNOVATIONS AND AN OVERVIEW
OF PACIFIC INNOVATIONS
SELECT
 
       
4.
  Condensed Financial Information   YOUR INVESTMENT OPTIONS — Variable Investment Option Performance; ADDITIONAL INFORMATION — Financial Statements; FINANCIAL HIGHLIGHTS
 
       
5.
  General Description of Registrant, Depositor and Portfolio Companies   AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; 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 INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; HOW YOUR INVESTMENTS ARE ALLOCATED — Transfers and Market–timing Restrictions; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawal
 
       
      AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; ANNUITIZATION, DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS — Choosing Your Annuity Option, — Your Annuity Payments, — Death Benefits; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting
 
       
7.
  General Description of Variable Annuity Contracts   AN OVERVIEW OF PACIFIC INNOVATIONS; AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; 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.
 
       
8
  Annuity Period   ANNUITIZATION
 
       
9.
  Death Benefit   DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS
 
       
10.
  Purchases and Contract Value   AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; 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 INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; 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. 333-93059, Accession No. 0000892569-08-000617, filed on April 21, 2008, supplemented September 11, 2008, Accession No. 0000892569-08-001264, and incorporated by reference herein.)


 

STATEMENT OF ADDITIONAL INFORMATION
(Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-08-000617, filed on April 21, 2008, supplemented September 11, 2008, Accession No. 0000892569-08-001264, and incorporated by reference herein.)


 

 
Supplement dated December 15, 2008 to the Prospectus dated May 1, 2008 for the
Pacific Innovations 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, 2008, as supplemented. The changes in this supplement are effective February 1, 2009, unless otherwise noted below.
 
Effective January 1, 2009, all references in the Prospectus to the current or annual charge percentage for the following optional living benefit riders will change to the following:
 
     
Flexible Lifetime Income Plus (Single)
  0.95%
Flexible Lifetime Income Plus (Joint)
  1.10%
Automatic Income Builder
  0.95%
Foundation 10
  1.35%
Guaranteed Protection Advantage 3 (GPA 3)
  0.55%
Guaranteed Protection Advantage 5 (GPA 5)
  0.55%
 
Effective January 1, 2009, all references in the Prospectus to the Annual Credit for the Flexible Lifetime Income Plus Rider (Single) or the Flexible Lifetime Income Plus Rider (Joint) will be changed based on the following:
 
If your Rider Effective Date is on or after January 1, 2009, the Annual Credit is 5%. If your Rider Effective Date is before January 1, 2009, the Annual Credit will not change and will remain at 7%.
 
Effective January 1, 2009, all references in the Prospectus to the Withdrawal Percentage for the Automatic Income Builder Rider will be changed based on the following:
 
If your Rider Effective Date is on or after January 1, 2009, the following Withdrawal Percentages will apply:
 
     
Age
  Withdrawal Percentage
 
Before 591/2
  4.0%
591/2 - 69
  4.0%
70 - 84
  5.0%
85 and older
  6.0%
 
If your Rider Effective Date is before January 1, 2009, the Withdrawal Percentages will not change. The following Withdrawal Percentages will apply:
 
     
Age
  Withdrawal Percentage
 
Before 591/2
  5.0%
591/2 - 69
  5.0%
70 - 84
  6.0%
85 and older
  7.0%
 
The AN OVERVIEW OF PACIFIC INNOVATIONS section is amended as follows:
 
The first paragraph of the Transferring among Investment Options subsection is replaced with the following:
 
You can transfer among Investment Options any time, subject to certain limitations, until your Annuity Date without paying any current income tax. Transfers are limited to 25 for each calendar year. Only 2 transfers per month may involve the AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation Investment Options. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month. If you have used all 25 transfers in a calendar year, you may make one additional transfer of all or a portion of your Variable Account Value to the Money Market Investment Option before the start of the next calendar year. You can also make systematic transfers by enrolling in our dollar cost averaging, portfolio rebalancing or earnings sweep programs. Transfers made under these systematic transfer programs or under an asset allocation program established and maintained by us are excluded from the limitation. Some restrictions may apply to transfers to or from any fixed option.


 

The Total Annual Fund Operating Expenses subsection is replaced with the following:
 
This table shows the minimum and maximum total annual operating expenses paid by the Portfolios that you indirectly pay during the time you own the Contract. This table shows the range (minimum and maximum) of fees and expenses (including management fees, shareholder servicing and/or distribution (12b-1) fees, and other expenses) charged by any of the Portfolios, expressed as an annual percentage of average daily net assets. The amounts are based on expenses paid in the year ended December 31, 2007, adjusted to reflect anticipated changes in fees and expenses, or for new portfolios, based on estimates for the current fiscal year.
 
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 Contract, and they may vary from year to year. These fees and expenses are described in more detail in each Fund Prospectus.
 
                 
    Minimum     Maximum  
 
Range of total annual portfolio operating expenses before any waivers or expense reimbursements
    0.27 %     2.37 %
Range of total annual portfolios operating expenses after any waivers or expense reimbursements
    0.27 %     1.54 %
 
To help limit Fund expenses, Fund advisers have contractually agreed to reduce investment advisory fees or otherwise reimburse certain Portfolios of their respective Funds which may reduce the Portfolio’s expenses. The range of expenses in the first row above does not include the effect of any waiver and/or expense reimbursement arrangement. The range of expenses in the second row above includes the effect of waiver and/or expense reimbursement arrangements that will remain in effect at least through April 30, 2009. There can be no assurance that expense waivers or reimbursements will be extended beyond their current terms, and they may not cover certain expenses such as extraordinary expenses. See each Fund prospectus for complete information regarding annual operating expenses of that Fund.
 
You will find more information about the underlying Funds in each underlying Fund prospectus.
 
The Examples subsection is replaced with the following:
 
The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. The maximum amounts reflected below include the maximum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the highest fees and expenses for the year ended December 31, 2007. The maximum amounts also include the combination of optional Riders whose cumulative maximum charge expenses totaled more than any other optional Rider combination. The optional Riders included are the PDBR, EEG, Flexible Lifetime Income Plus (Joint), GPA 3 and GIA II Riders. The minimum amounts reflected below include the minimum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the lowest fees and expenses for the year ended December 31, 2007. The minimum amounts do not include any optional Riders.
 
The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Investment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:
 
•  If you surrendered your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $1,634   $3,200   $4,146   $8,316
Minimum†
  $1,020   $1,370   $1,120   $2,432
 
•  If you annuitized your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $1,634   $2,480   $4,146   $8,316
Minimum†
  $1,020   $650   $1,120   $2,432


 

•  If you did not surrender, nor annuitize, but left the money in your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $824   $2,480   $4,146   $8,316
Minimum†
  $210   $650   $1,120   $2,432
 
†  In calculating the examples above, we used the maximum and minimum total operating expenses of all the Portfolios as shown in the Fees And Expenses section of each Fund prospectus. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS in the Prospectus, and see each Fund prospectus. See the FINANCIAL HIGHLIGHTS section in the Prospectus for condensed financial information about the Subaccounts.
 
The YOUR INVESTMENT OPTIONS section is amended as follows:
 
The Your Variable Investment Options subsection is amended to include the following:
 
                   
            THE PORTFOLIO’S
    PORTFOLIO
PACIFIC SELECT FUND     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
American Funds Asset Allocation     High total return. (Preservation of capital over the long-term is of secondary importance.)     A master fund that invests in equity and fixed income securities of both U.S. and non-U.S. companies and in money market instruments.     Capital Research and Management Company (adviser to the Master Asset Allocation Fund)
                   
 
                   
AIM VARIABLE
          THE PORTFOLIO’S
    PORTFOLIO
INSURANCE FUNDS     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
AIM V.I. PowerShares ETF Allocation Fund Series II     Provide total return consistent with a moderate level of risk relative to the broad stock market.     Principally invests in exchange traded funds (ETFs) with the expectation to invest, normally, at least 80% of its assets in portfolios of underlying PowerShares ETFs. The fund’s target allocation is to invest approximately 40% to 70% in underlying funds that invest primarily in equity securities and 30% to 60% in underlying funds that invest primarily in fixed income securities.     Invesco Aim Advisors, Inc.
                   
 
                   
GE INVESTMENTS
          THE PORTFOLIO’S
    PORTFOLIO
FUNDS, INC.     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
GE Investments Total Return Fund Class 4     Highest total return, composed of current income and capital appreciation, as is consistent with prudent investment risk.     Invests primarily in a combination of U.S. and non-U.S. equity securities and investment-grade debt securities.     GE Asset Management Inc.
                   
 


 

                   
VAN KAMPEN LIFE
          THE PORTFOLIO’S
    PORTFOLIO
INVESTMENT TRUST     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
Van Kampen Global Tactical Asset Allocation Portfolio Class II*     Seek capital appreciation over time.     Invests primarily in a diversified mix of equity securities and fixed income securities of U.S. and non-U.S. issuers.     Van Kampen Asset Management
                   
 
For more complete information on the Van Kampen Global Tactical Asset Allocation Portfolio, Class II, including a discussion of the portfolio’s investment techniques, risks associated with its investments, charges and expenses, see the accompanying preliminary prospectus for the portfolio. No assurance can be given that a portfolio will achieve its investment objective. You should read the preliminary prospectus carefully. The information in the preliminary prospectus for the portfolio is not complete and may be changed. A registration statement for the shares of the portfolio was filed with the SEC, and those shares may not be sold until that registration statement is effective. The preliminary prospectus is not an offer to sell shares of the portfolio.
 
The portfolio manager of the Diversified Bond portfolio is changed to the following:
 
                   
            THE PORTFOLIO’S
    PORTFOLIO
PACIFIC SELECT FUND     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
Diversified Bond     Maximize total return consistent with prudent investment management.     Fixed income securities of varying qualities and terms to maturity of both U.S. and non-U.S. companies and derivatives relating to such securities or related indexes.     Western Asset Management Company
                   
 
The Investment Advisers subsection is amended to include the following:
 
Invesco Aim Advisors, Inc. is the investment adviser for the AIM Variable Insurance Funds and has retained other affiliated sub-advisers to manage the portfolio.
 
GE Asset Management Inc. is the investment adviser for the GE Investments Funds, Inc.
 
Van Kampen Asset Management is the investment adviser for the Van Kampen Life Investment Trust.
 
The HOW YOUR INVESTMENTS ARE ALLOCATED section is amended as follows:
 
Group D of the Custom Model subsection is amended to include the following Investment Options:
 
AIM V.I. PowerShares ETF Allocation Fund
American Funds Asset Allocation
GE Investments Total Return Fund
Van Kampen Global Tactical Asset Allocation Portfolio
 
The first paragraph of the Transfers and Market-timing Restrictions—Transfers subsection is replaced with the following:
 
Transfers are allowed 30 days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. Once your Investments are allocated to the Investment Options you selected, you may transfer your Account Value less Loan Account Value from any Investment Option to any other Investment Option. Transfers are limited to 25 for each calendar year. Only 2 transfers in any calendar month may involve any of the following Investment Options: AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month.


 

The OTHER OPTIONAL RIDERS section is amended as follows:
 
The Allowable Investment Options table in the Investment Allocation Requirements subsection is amended to include the following:
 
AIM V.I. PowerShares ETF Allocation Fund
American Funds Asset Allocation
GE Investments Total Return Fund
Van Kampen Global Tactical Asset Allocation Portfolio
 
Effective January 1, 2009, the Allowable Asset Allocation Models will be changed as follows:
 
Portfolio Optimization Model E will no longer be an allowable Asset Allocation Model for any optional living benefit rider with a Rider Effective Date on or after January 1, 2009.
 
Effective January 1, 2009, the Purchasing the Foundation 10 Rider subsection of the Foundation 10 Rider is replaced with the following:
 
This Rider is no longer available for purchase.
 
The ADDITIONAL INFORMATION section is amended as follows:
 
The second paragraph of the Service Arrangements subsection is amended to include the following:
 
Invesco Aim Advisors, Inc. pays us for each AIM Variable Insurance Funds portfolio (Series II) held by our separate accounts. Van Kampen Funds Inc. pays us for each Van Kampen Life Investment Trust portfolio (Class II) held by our separate accounts.


 

 
Supplement dated December 15, 2008 to the Prospectus dated May 1, 2008 for the
Pacific Innovations Select 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, 2008, as supplemented. The changes in this supplement are effective February 1, 2009, unless otherwise noted below.
 
Effective January 1, 2009, all references in the Prospectus to the current or annual charge percentage for the following optional living benefit riders will change to the following:
 
     
Flexible Lifetime Income Plus (Single)
  0.95%
Flexible Lifetime Income Plus (Joint)
  1.10%
Automatic Income Builder
  0.95%
Foundation 10
  1.35%
Guaranteed Protection Advantage 3 (GPA 3)
  0.55%
Guaranteed Protection Advantage 5 (GPA 5)
  0.55%
 
Effective January 1, 2009, all references in the Prospectus to the Annual Credit for the Flexible Lifetime Income Plus Rider (Single) or the Flexible Lifetime Income Plus Rider (Joint) will be changed based on the following:
 
If your Rider Effective Date is on or after January 1, 2009, the Annual Credit is 5%. If your Rider Effective Date is before January 1, 2009, the Annual Credit will not change and will remain at 7%.
 
Effective January 1, 2009, all references in the Prospectus to the Withdrawal Percentage for the Automatic Income Builder Rider will be changed based on the following:
 
If your Rider Effective Date is on or after January 1, 2009, the following Withdrawal Percentages will apply:
 
     
Age
  Withdrawal Percentage
 
Before 591/2
  4.0%
591/2 - 69
  4.0%
70 - 84
  5.0%
85 and older
  6.0%
 
If your Rider Effective Date is before January 1, 2009, the Withdrawal Percentages will not change. The following Withdrawal Percentages will apply:
 
     
Age
  Withdrawal Percentage
 
Before 591/2
  5.0%
591/2 - 69
  5.0%
70 - 84
  6.0%
85 and older
  7.0%
 
The AN OVERVIEW OF PACIFIC INNOVATIONS SELECT section is amended as follows:
 
The first paragraph of the Transferring among Investment Options subsection is replaced with the following:
 
You can transfer among Investment Options any time, subject to certain limitations, until your Annuity Date without paying any current income tax. Transfers are limited to 25 for each calendar year. Only 2 transfers per month may involve the AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation Investment Options. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month. If you have used all 25 transfers in a calendar year, you may make one additional transfer of all or a portion of your Variable Account Value to the Money Market Investment Option before the start of the next calendar year. You can also make systematic transfers by enrolling in our dollar cost averaging, portfolio rebalancing or earnings sweep programs. Transfers made under these systematic transfer programs or under an asset allocation program established and maintained by us are excluded from the limitation. Some restrictions may apply to transfers to or from any fixed option.


 

The Total Annual Fund Operating Expenses subsection is replaced with the following:
 
This table shows the minimum and maximum total annual operating expenses paid by the Portfolios that you indirectly pay during the time you own the Contract. This table shows the range (minimum and maximum) of fees and expenses (including management fees, shareholder servicing and/or distribution (12b-1) fees, and other expenses) charged by any of the Portfolios, expressed as an annual percentage of average daily net assets. The amounts are based on expenses paid in the year ended December 31, 2007, adjusted to reflect anticipated changes in fees and expenses, or for new portfolios, based on estimates for the current fiscal year.
 
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 Contract, and they may vary from year to year. These fees and expenses are described in more detail in each Fund Prospectus.
 
                 
    Minimum     Maximum  
 
Range of total annual portfolio operating expenses before any waivers or expense reimbursements
    0.27 %     2.37 %
Range of total annual portfolios operating expenses after any waivers or expense reimbursements
    0.27 %     1.54 %
 
To help limit Fund expenses, Fund advisers have contractually agreed to reduce investment advisory fees or otherwise reimburse certain Portfolios of their respective Funds which may reduce the Portfolio’s expenses. The range of expenses in the first row above does not include the effect of any waiver and/or expense reimbursement arrangement. The range of expenses in the second row above includes the effect of waiver and/or expense reimbursement arrangements that will remain in effect at least through April 30, 2009. There can be no assurance that expense waivers or reimbursements will be extended beyond their current terms, and they may not cover certain expenses such as extraordinary expenses. See each Fund prospectus for complete information regarding annual operating expenses of that Fund.
 
You will find more information about the underlying Funds in each underlying Fund prospectus.
 
The Examples subsection is replaced with the following:
 
The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. The maximum amounts reflected below include the maximum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the highest fees and expenses for the year ended December 31, 2007. The maximum amounts also include the combination of optional Riders whose cumulative maximum charge expenses totaled more than any other optional Rider combination. The optional Riders included are the PDBR, EEG, Flexible Lifetime Income Plus (Joint), GPA 3 and GIA II Riders. The minimum amounts reflected below include the minimum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the lowest fees and expenses for the year ended December 31, 2007. The minimum amounts do not include any optional Riders.
 
The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Investment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:
 
•  If you surrendered your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $1,478   $2,908   $4,249   $8,472
Minimum†
  $865   $1,087   $1,248   $2,693
 
•  If you annuitized your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $1,478   $2,548   $4,249   $8,472
Minimum†
  $865   $727   $1,248   $2,693


 

•  If you did not surrender, nor annuitize, but left the money in your Contract:
 
                 
    1 Year   3 Years   5 Years   10 Years
 
Maximum†
  $848   $2,548   $4,249   $8,472
Minimum†
  $235   $727   $1,248   $2,693
 
†  In calculating the examples above, we used the maximum and minimum total operating expenses of all the Portfolios as shown in the Fees And Expenses section of each Fund prospectus. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS in the Prospectus, and see each Fund prospectus. See the FINANCIAL HIGHLIGHTS section in the Prospectus for condensed financial information about the Subaccounts.
 
The YOUR INVESTMENT OPTIONS section is amended as follows:
 
The Your Variable Investment Options subsection is amended to include the following:
 
                   
            THE PORTFOLIO’S
    PORTFOLIO
PACIFIC SELECT FUND     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
American Funds Asset Allocation     High total return. (Preservation of capital over the long-term is of secondary importance.)     A master fund that invests in equity and fixed income securities of both U.S. and non-U.S. companies and in money market instruments.     Capital Research and Management Company (adviser to the Master Asset Allocation Fund)
                   
 
                   
AIM VARIABLE
          THE PORTFOLIO’S
    PORTFOLIO
INSURANCE FUNDS     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
AIM V.I. PowerShares ETF Allocation Fund Series II     Provide total return consistent with a moderate level of risk relative to the broad stock market.     Principally invests in exchange traded funds (ETFs) with the expectation to invest, normally, at least 80% of its assets in portfolios of underlying PowerShares ETFs. The fund’s target allocation is to invest approximately 40% to 70% in underlying funds that invest primarily in equity securities and 30% to 60% in underlying funds that invest primarily in fixed income securities.     Invesco Aim Advisors, Inc.
                   
 
                   
GE INVESTMENTS
          THE PORTFOLIO’S
    PORTFOLIO
FUNDS, INC.     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
GE Investments Total Return Fund Class 4     Highest total return, composed of current income and capital appreciation, as is consistent with prudent investment risk.     Invests primarily in a combination of U.S. and non-U.S. equity securities and investment-grade debt securities.     GE Asset Management Inc.
                   
 


 

                   
VAN KAMPEN LIFE
          THE PORTFOLIO’S
    PORTFOLIO
INVESTMENT TRUST     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
Van Kampen Global Tactical Asset Allocation Portfolio Class II*     Seek capital appreciation over time.     Invests primarily in a diversified mix of equity securities and fixed income securities of U.S. and non-U.S. issuers.     Van Kampen Asset Management
                   
 
For more complete information on the Van Kampen Global Tactical Asset Allocation Portfolio, Class II, including a discussion of the portfolio’s investment techniques, risks associated with its investments, charges and expenses, see the accompanying preliminary prospectus for the portfolio. No assurance can be given that a portfolio will achieve its investment objective. You should read the preliminary prospectus carefully. The information in the preliminary prospectus for the portfolio is not complete and may be changed. A registration statement for the shares of the portfolio was filed with the SEC, and those shares may not be sold until that registration statement is effective. The preliminary prospectus is not an offer to sell shares of the portfolio.
 
The portfolio manager of the Diversified Bond portfolio is changed to the following:
 
                   
            THE PORTFOLIO’S
    PORTFOLIO
PACIFIC SELECT FUND     INVESTMENT GOAL     MAIN INVESTMENTS     MANAGER
Diversified Bond     Maximize total return consistent with prudent investment management.     Fixed income securities of varying qualities and terms to maturity of both U.S. and non-U.S. companies and derivatives relating to such securities or related indexes.     Western Asset Management Company
                   
 
The Investment Advisers subsection is amended to include the following:
 
Invesco Aim Advisors, Inc. is the investment adviser for the AIM Variable Insurance Funds and has retained other affiliated sub-advisers to manage the portfolio.
 
GE Asset Management Inc. is the investment adviser for the GE Investments Funds, Inc.
 
Van Kampen Asset Management is the investment adviser for the Van Kampen Life Investment Trust.
 
The HOW YOUR INVESTMENTS ARE ALLOCATED section is amended as follows:
 
Group D of the Custom Model subsection is amended to include the following Investment Options:
 
AIM V.I. PowerShares ETF Allocation Fund
American Funds Asset Allocation
GE Investments Total Return Fund
Van Kampen Global Tactical Asset Allocation Portfolio
 
The first paragraph of the Transfers and Market-timing Restrictions—Transfers subsection is replaced with the following:
 
Transfers are allowed 30 days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. Once your Investments are allocated to the Investment Options you selected, you may transfer your Account Value less Loan Account Value from any Investment Option to any other Investment Option, except the DCA Plus Fixed Option. Transfers are limited to 25 for each calendar year. Only 2 transfers in any calendar month may involve any of the following Investment Options: AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month.


 

The OTHER OPTIONAL RIDERS section is amended as follows:
 
The Allowable Investment Options table in the Investment Allocation Requirements subsection is amended to include the following:
 
AIM V.I. PowerShares ETF Allocation Fund
American Funds Asset Allocation
GE Investments Total Return Fund
Van Kampen Global Tactical Asset Allocation Portfolio
 
Effective January 1, 2009, the Allowable Asset Allocation Models will be changed as follows:
 
Portfolio Optimization Model E will no longer be an allowable Asset Allocation Model for any optional living benefit rider with a Rider Effective Date on or after January 1, 2009.
 
Effective January 1, 2009, the Purchasing the Foundation 10 Rider subsection of the Foundation 10 Rider is replaced with the following:
 
This Rider is no longer available for purchase.
 
The ADDITIONAL INFORMATION section is amended as follows:
 
The second paragraph of the Service Arrangements subsection is amended to include the following:
 
Invesco Aim Advisors, Inc. pays us for each AIM Variable Insurance Funds portfolio (Series II) held by our separate accounts. Van Kampen Funds Inc. pays us for each Van Kampen Life Investment Trust portfolio (Class II) held by our separate accounts.


 

 
Supplement dated December 15, 2008 to the Statement of Additional Information dated May 1, 2008 for the
Pacific Odyssey, Pacific Portfolios, Pacific One, Pacific One Select, Pacific Innovations,
Pacific Innovations Select, Pacific Select Variable Annuity and Pacific Value
variable annuity contracts issued by Pacific Life Insurance Company
 
Capitalized terms used in this supplement are defined in the Prospectuses 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 applicable Statement of Additional Information dated May 1, 2008, as supplemented. The changes in this supplement are effective February 1, 2009, unless otherwise noted below.
 
The OTHER OPTIONAL RIDERS section is changed as follows:
 
The Allowable Investment Options table in the Investment Allocation Requirements subsection is amended to include the following:
 
AIM V.I. PowerShares ETF Allocation Fund
American Funds Asset Allocation
GE Investments Total Return Fund
Van Kampen Global Tactical Asset Allocation Portfolio
 
Effective January 1, 2009, the Allowable Asset Allocation Models will be changed as follows:
 
Portfolio Optimization Model E will no longer be an allowable Asset Allocation Model for any optional living benefit rider with a Rider Effective Date on or after January 1, 2009.


 

PART II

Part C: OTHER INFORMATION

     Item 24. Financial Statements and Exhibits

  (a)   Financial Statements
 
      Part A: None
 
      Part B:

  (1)   Registrant’s Financial Statements

Audited Financial Statements dated as of December 31, 2007 and for each of the periods presented which are incorporated by reference from the 2007 Annual Report include the following for Separate Account A:

Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm

  (2)   Depositor’s Financial Statements

Audited Consolidated Financial Statements dated as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, 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.1

II-1

 


 

  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 Life, PSD and Various Broker-Dealers20
                         
    4.     (a)     (1 )   Pacific Innovations—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-12600)1
 
                       
                (2 )   Pacific Innovations Select—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-10300)11

  (b)  Qualified Pension Plan Rider (Form No. R90-PEN-V)1
 
  (c) (1) 403(b) Tax-Sheltered Annuity Rider10
 
    (2) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)
 
  (d)  Section 457 Plan Rider (Form No. 24-123799)1
 
  (e)  Individual Retirement Annuity Rider (Form No. 20-18900)11
 
  (f)  Roth Individual Retirement Annuity Rider (Form No. 20-19000)11
 
  (g)  SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)11
 
  (h)  Qualified Retirement Plan Rider10

                 
  (i)     (1 )   Pacific Innovations—Stepped-Up Death Benefit Rider (Form No. 20-12601)1
 
               
        (2 )   Pacific Innovations Select—Stepped-Up Death Benefit Rider (Form No. 20-13500)5
 
               
  (j)     (1 )   Premier Death Benefit Rider (Form No. 20-12602)1
 
               
        (2 )   Premier Death Benefit Rider (Form No. 20-18000)11

  (k)   Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)6
 
  (l)   Guaranteed Income Advantage (GIA) Rider (Form No. 20-15100)8
 
  (m)   Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)9
 
  (n)   Form of Guaranteed Protection Advantage 5 Rider (Form No. 20-19500)14

                 
  (o)     (1 )   Income Access Rider (Form No. 20-19800)12
 
               
        (2 )   Form of Income Access Rider (Form No. 20-1104)15
 
               
        (3 )   Income Access Endorsement (Form No. 15-1122)18
        (4 )   Form of Excess Withdrawal Endorsement (Form No. 15-1152C)25

  (p)   Pacific Innovations Select—DCA Plus Fixed Option Rider (Form No. 20-1103)14
 
  (q)   Form of Guaranteed Income Advantage II Rider (Form No. 20-1109)15
 
  (r)   Form of Guaranteed Income Advantage 5 Rider (Form No. 20-1102)15
 
  (s)   Guaranteed Income Annuity Rider (Form No. 20-1118)16
 
  (t)   (1)   Guaranteed Withdrawal Benefit Rider (Form No. 20-1119); also Known as Income Access Plus Rider16
 
      (2)   Guaranteed Withdrawal Benefit Endorsement (Form No. 15-1123)18
      (3)   Form of Excess Withdrawal Endorsement (Form No. 15-1152E)26
 
  (u)   (1)   Enhanced Guaranteed Withdrawal Benefit Rider (Form No. 20-1120)19
      (2)   Form of Excess Withdrawal Endorsement (Form No. 15-1152A)26
 
  (v)   (1)   5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131)21
      (2)   Form of Excess Withdrawal Endorsement (Form No. 15-1152)25
 
  (w)   (1)   Form of Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135)22
      (2)   Form of Excess Withdrawal Endorsement (Form No. 15-1152B)25
 
  (x)   Form of Guaranteed Protection Advantage 3 Rider (Form No. 20-1145)23
 
  (y)   (1)   Form of Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146)23
      (2)   Form of Excess Withdrawal Endorsement (Form No. 15-1152)25
 
  (z)   Form of Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153)25
 
  (aa)   Form of Guaranteed Withdrawal Benefit Rider (Form No. 20-1154)25
 
  (bb)   Form of Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155)25

                         
    5.     (a)     (1 )   Pacific Innovations—Variable Annuity Application (Form No. 25-12610)4
 
                       
                (2 )   Pacific Innovations Select—Variable Annuity Application (Form No. 25-10350)20

  (b)   Variable Annuity PAC APP1
 
  (c)   Application/Confirmation Form2
 
  (d)   Guaranteed Income Advantage (GIA) Rider Request (Form No. 1209-1A)9
 
  (e)   Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application6
 
  (f)   Form of Guaranteed Protection Advantage (GPA) Rider Request (Form No. 55-16600)9
 
  (g)   Form of Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-BA)12
 
  (h)   Form of Income Access Rider Request Form (Form No. 2315-3A)12
 
  (i)   Form of Portfolio Optimization Rider Request Form (Form No. 2311-5A)16
 
  (j)   Form of Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-5B)17
 
  (k)   Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)20

                 
    6.     (a)   Pacific Life’s Articles of Incorporation1
 
               
          (b)   By-laws of Pacific Life1
 
               
          (c)   Pacific Life’s Restated Articles of Incorporation20
 
               
          (d)   By-laws of Pacific Life As Amended September 1, 200520

  7.   Form of Reinsurance Agreement24

                 
    8.     (a)   Pacific Select Fund Participation Agreement7
 
               
          (b)   Addendum to the Pacific Select Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios)7
 
               
          (c)   Addendum to the Pacific Select Fund Participation Agreement (to add nine new Portfolios)7
 
               
          (d)   Addendum to the Pacific Select Fund Participation Agreement (to add the Equity Income and Research Portfolios)10
 
               
          (e)   Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select Distributors Inc., American Funds Insurance Services, American Funds Distributors, and Capital Research and Management Company.17
 
               
          (f)   Form of Exhibit B to the Pacific Select Fund Participation Agreement (to add International Small-Cap and Diversified Bond)20
 
          (g)   Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement25
 
          (h)   Form of BlackRock Variable Series Fund, Inc. Participation Agreement25
 
          (i)   Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement25
 
          (j)   Form of AllianceBernstein Investments, Inc. Administrative Services Agreement25
 
          (k)   Form of BlackRock Distributors, Inc. Administrative Services Agreement25
 
          (l)   Form of Franklin Templeton Services, LLC Administrative Services Agreement25
 
          (m)   Form of AIM Variable Insurance Funds Participation Agreement
 
          (n)   Form of Invesco Aim Distributors, Inc. Distribution Services Agreement
 
          (o)   Form of Invesco Aim Advisors, Inc. Administrative Services Agreement
 
          (p)   Form of GE Investments Funds, Inc. Participation Agreement
 
          (q)   Form of GE Investment Distributors, Inc. Distribution and Services Agreement
 
          (r)   Form of Van Kampen Life Investment Trust Participation Agreement
 
          (s)   Form of Van Kampen Funds, Inc. Shareholder Service Agreement
 
          (t)   Form of Van Kampen Asset Management Administrative Services Letter Agreement

  9   Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered.1

II-2

 


 

  10.   Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors24
 
  11.   Not applicable
 
  12.   Not applicable
 
  13.   Powers of Attorney24
 

1   Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-99-009849 filed on December 17, 1999 and incorporated by reference herein.
 
2   Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-00-015739 filed on March 31, 2000 and incorporated by reference herein.
 
3   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-018010 filed on April 14, 2000 and incorporated by reference herein.
 
4   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000912057-00-052614 filed on December 7, 2000 and incorporated by reference herein.
 
5   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-055027 filed on December 28, 2000 and incorporated by reference herein.
 
6   Included in Registrant’s Form N-4/A, File No. 333-93059 Accession No. 0000912057-01-007165 filed on March 2, 2001 and incorporated by reference herein.
 
7   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-01-510459 filed on April 25, 2001 and incorporated by reference herein.
 
8   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0001017062-01-500247 filed on May 10, 2001 and incorporated by reference herein.
 
9   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000898430-01-503115 filed on October 25, 2001 and incorporated by reference herein.
 
10   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-000788 filed on April 30, 2002 and incorporated by reference herein.
 
11   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-002149 filed on December 19, 2002 and incorporated by reference herein.
 
12   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-03-000460 filed on March 18, 2003 and incorporated by reference herein.
 
13   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-03-000934 filed on April 25, 2003 and incorporated by reference herein.
 
14   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0001193125-03-099264 filed on December 24, 2003 and incorporated by reference herein.
 
15   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001193125-04-031276 filed on February 27, 2004 and incorporated by reference herein.
 
16   Included in Registrant’s Form N4/A, File No. 333-93059, Accession No. 0000892569-04-000882 filed on October 15, 2004 and incorporated by reference herein.
 
17   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-05-000253 filed on April 19, 2005 and incorporated by reference herein.
 
18   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-05-000439 filed on June 15, 2005 and incorporated by reference herein.
 
 
19   Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000892569-05-000569 filed on August 2, 2005 and incorporated by reference herein.
 
 
20   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-06-000525 filed on April 17, 2006 and incorporated by reference herein.
 
21   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-06-001250 filed on October 19, 2006 and incorporated by reference herein.
 
22   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-07-000441 filed on April 16, 2007 and incorporated by reference herein.
23   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.
 
24   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-08-000617 filed on April 21, 2008 and incorporated by reference herein.
 
25   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.
 
26   Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-08-001264 filed on September 11, 2008 and incorporated by reference herein.

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
 
   
Gerald W. Robinson
  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


 

Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A.
     The following is an explanation of the organization chart of Pacific Life’s subsidiaries:
Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
                 
    Jurisdiction of     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 Aviation Services (Bermuda) Ltd.
  Bermuda     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  
BAHC (Bermuda) One Limited
  Bermuda     100  
ACG III Holding LLC
  Delaware     100  
ACG Trust III
  Delaware     100  
RAIN I LLC
  Delaware     100  
RAIN II LLC
  Delaware     100  
RAIN III LLC
  Delaware     100  
RAIN IV LLC
  Delaware     100  
RAIN V LLC
  Delaware     100  
RAIN VI LLC
  Delaware     100  
RAIN VII LLC
  Delaware     100  
RAIN VIII LLC
  Delaware     100  
ACG Acquisition 30271 LLC
  Delaware     100  
ACG Acquisition 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

II-4


 

Item 27. Number of Contractholders

                 
  (1) Pacific Innovations – Approximately       1,213   Qualified
          1,137   Non Qualified
 
               
  (2) Pacific Innovations Select – Approximately       92,955   Qualified
          60,112   Non Qualified
 
               

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 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


 

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.

Item 30. Location of Accounts and Records

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

Item 31. Management Services

      Not applicable

Item 32. Undertakings

      The registrant hereby undertakes:

  (a)   to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.
 
  (b)   to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.
 
  (c)   to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

II-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(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 36 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 4th day of December, 2008.

         
    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, this Post-Effective Amendment No. 36 to the Registration Statement has been signed below 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
  December 4, 2008    
 

Khanh T. Tran*
  Director, Executive Vice President
and Chief Financial Officer
  December 4, 2008    
 

Sharon A. Cheever*
  Director, Senior Vice President
and General Counsel
  December 4, 2008    
 

Audrey L. Milfs*
  Director, Vice President and
Secretary
  December 4, 2008    
 

Edward R. Byrd*
  Senior Vice President and
Chief Accounting Officer
  December 4, 2008    
 

Brian D. Klemens*
  Vice President and Controller   December 4, 2008    
 

Gerald W. Robinson*
  Executive Vice President   December 4, 2008    
*By: /s/ SHARON A. CHEEVER

Sharon A. Cheever
as attorney-in-fact
      December 4, 2008    

(Powers of Attorney are contained in Post-Effective Amendment No. 34 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-93059, Accession No. 0000892569-08-000617, filed on April 21, 2008, as Exhibit 13.)