0000898430-01-503115.txt : 20011030 0000898430-01-503115.hdr.sgml : 20011030 ACCESSION NUMBER: 0000898430-01-503115 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO CENTRAL INDEX KEY: 0000935823 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-93059 FILM NUMBER: 1766605 BUSINESS ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 BUSINESS PHONE: 7146403743 MAIL ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC MUTUAL LIFE INS CO DATE OF NAME CHANGE: 19950119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO CENTRAL INDEX KEY: 0000935823 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08946 FILM NUMBER: 1766606 BUSINESS ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 BUSINESS PHONE: 7146403743 MAIL ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC MUTUAL LIFE INS CO DATE OF NAME CHANGE: 19950119 485APOS 1 d485apos.txt PAC LIFE - INNOVATIONS & INNOVATIONS SELECT As filed with the Securities and Exchange Commission on October 25, 2001. 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 [_] Pre-Effective Amendment No. [_] Post-Effective Amendment No. 8 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_] Amendment No. 48 (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) 219-3743 (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) Copies of all communications to: Diane N. Ledger Ruth Epstein, Esq. Pacific Life Insurance Company Dechert P.O. Box 9000 1775 Eye Street, N.W. Newport Beach, CA 92658-9030 Washington, D.C. 20006-2401 Approximate Date of Proposed Public Offering It is proposed that this filing will become effective (check appropriate box) [_] 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 [X] on December 29, 2001 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 Innovations and Pacific Innovations Select individual flexible premium deferred variable annuity contracts. Filing Fee: None Prospectus (Included in Post-Effective Amendment No. 6 and 7 to the Registrant's Registration Statement on Form N-4, File No. 333-93059, Accession Nos. 0000912057-01-510459 and 0001017062-01-500247 filed on April 25, 2001 and May 10, 2001, respectively, and incorporated by reference herein.) Statement of Additional Information (Included in Post-Effective Amendment No. 6 to the Registrant's Registration Statement on Form N-4, File No. 333-93059, Accession No. 0000912057-01-510459 filed on April 25, 2001, and incorporated by reference herein.) Supplement dated December 29, 2001 to Prospectus dated May 1, 2001 for the Pacific Innovations Select, 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 changes the Prospectus to reflect the following, and restates information contained in a Supplement dated October 12, 2001: --------------------------------------------------------- The portfolio Putnam Investment Management, Inc. manages the manager for the Aggressive Equity Portfolio and the Equity Portfolio. Aggressive Equity Portfolio and the Equity Portfolio has changed. --------------------------------------------------------- The Equity Income Effective January 1, 2002, the name of the Equity variable investment Income Variable Investment Option will be changed to option will change the Large-Cap Core Variable Investment Option. its name. This will reflect a change in name of the underlying Equity Income Portfolio managed by J.P. Morgan Investment Management, Inc. Any reference to the Equity Income Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Supplement will be revised to be the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option. --------------------------------------------------------- Two new Variable Effective January 1, 2002, two new Variable Investment Investment Options Options will be available and will be added to the list will be available. on page 1 of the Prospectus: Equity Income Research References to the 31 Variable Investment Options throughout the Prospectus will be revised to be 33 Variable Investment Options. --------------------------------------------------------- An OVERVIEW OF The following is added to the Optional Riders section PACIFIC INNOVATIONS of the Prospectus: SELECT is amended. Guaranteed Protection Advantage Rider 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. You can buy the Guaranteed Protection Advantage Rider on the Contract Date or on any Contract Anniversary. The Guaranteed Protection Advantage Rider may not be available. Ask your registered representative about its current availability. --------------------------------------------------------- The side note to the Optional Riders is changed to read as follows: Optional riders are subject to availability. Ask your registered representative about their current status. --------------------------------------------------------- The Contract Expenses section of the Prospectus is amended by adding the following: Guaranteed Protection Charge, as a percentage of Contract Value 0.10%/6/ /6/ If you buy the Guaranteed Protection Advantage Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the date you purchase the Rider and while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. --------------------------------------------------------- An OVERVIEW OF The Pacific Select Fund Annual Expenses-Other Expenses PACIFIC INNOVATIONS is replaced: SELECT--Pacific Select Fund Annual The table below shows the advisory fee and Fund Expenses is expenses as an annual percentage of each Portfolio's amended. average daily net assets, based on the year 2000 unless otherwise noted. To help limit Fund expenses, effective July 1, 2000 Pacific Life 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 and extraordinary expenses) that exceed an annual rate of 0.10% of its average daily net assets. Such waiver or reimbursement is subject to repayment to Pacific Life to the extent such expenses fall below the 0.10% expense cap. For each Portfolio, Pacific Life's right to repayment is limited to amounts waived and/or reimbursed that exceed the new 0.10% expense cap. 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, 2002. In 2000, Pacific Life reimbursed approximately $13,202 to the I-Net Tollkeeper Portfolio, $36,311 to the Strategic Value Portfolio, $34,134 to the Focused 30 Portfolio and $27,505 to the Small-Cap Index Portfolio.
------------------------------------------------------------------------------------- Less Advisory Other 12b-1 Total adviser's Total net Portfolio fee expenses amounts+ expenses reimbursement expenses ------------------------------------------------------------------------------------- As an annual % of average daily net assets Blue Chip/1/ 0.95 0.06 -- 1.01 -- 1.01 Aggressive Growth/1/ 1.00 0.06 -- 1.06 -- 1.06 Emerging Markets/2/ 1.10 0.21 -- 1.31 -- 1.31 Diversified Research/2/ 0.90 0.08 0.01 0.99 -- 0.99 Small-Cap Equity/2/ 0.65 0.05 -- 0.70 -- 0.70 International Large-Cap 1.05 0.12 -- 1.17 -- 1.17 I-Net Tollkeeper/2/,/3/ 1.40 0.13 -- 1.53 (0.02) 1.51 Financial Services/1/ 1.10 0.15 -- 1.25 (0.05) 1.20 Health Sciences/1/ 1.10 0.11 -- 1.21 (0.01) 1.20 Technology/1/ 1.10 0.08 -- 1.18 -- 1.18 Telecommunications/1/ 1.10 0.08 -- 1.18 -- 1.18 Multi-Strategy 0.65 0.04 -- 0.69 -- 0.69 Large-Cap Core/2/ 0.65 0.04 0.01 0.70 -- 0.70 (formerly Equity Income) Strategic Value 0.95 0.49 -- 1.44 (0.39) 1.05 Growth LT 0.75 0.04 -- 0.79 -- 0.79 Focused 30 0.95 0.42 -- 1.37 (0.32) 1.05 Mid-Cap Value/2/ 0.85 0.03 0.10 0.98 -- 0.98 International Value 0.85 0.11 -- 0.96 -- 0.96 Capital Opportunities/1/ 0.80 0.06 -- 0.86 -- 0.86 Mid-Cap Growth/1/ 0.90 0.06 -- 0.96 -- 0.96 Global Growth/1/ 1.10 0.19 -- 1.29 -- 1.29 Equity Index 0.25 0.04 -- 0.29 -- 0.29 Small-Cap Index/2/ 0.50 0.13 -- 0.63 (0.02) 0.61 REIT 1.10 0.04 -- 1.14 -- 1.14 Inflation Managed/2/ 0.60 0.05 -- 0.65 -- 0.65 Managed Bond/2/ 0.60 0.05 -- 0.65 -- 0.65 Money Market 0.34 0.04 -- 0.38 -- 0.38 High Yield Bond/2/ 0.60 0.05 -- 0.65 -- 0.65 Equity Income/1/ 0.95 0.15 -- 1.10 (0.05) 1.05 Research/1/ 1.00 0.12 -- 1.12 (0.02) 1.10 Equity 0.65 0.04 -- 0.69 -- 0.69 Aggressive Equity/2/ 0.80 0.04 0.02 0.86 -- 0.86 Large-Cap Value/2/ 0.85 0.05 0.05 0.95 -- 0.95 -------------------------------------------------------------------------------------
/1/ Expenses are estimated. There were no actual advisory fees or expenses for these Portfolios in 2000 because the Portfolios started after December 31, 2000. /2/ Total adjusted net expenses for these Portfolios, after deduction of an offset for custodian credits and the 12b-1 recapture were: 1.30% for Emerging Markets Portfolio, 0.98% for Diversified Research Portfolio, 0.69% for Small-Cap Equity Portfolio, 1.60% for I-Net Tollkeeper Portfolio, 0.69% for Large-Cap Core Portfolio, 0.88% for Mid-Cap Value Portfolio, 0.60% for Small-Cap Index Portfolio, 0.62% for Inflation Managed Portfolio, 0.64% for Managed Bond Portfolio, 0.64% for High Yield Bond Portfolio, 0.84% for Aggressive Equity Portfolio, and 0.90% for Large-Cap Value Portfolio. /3/ Effective January 1, 2002, the advisory fee is reduced to the annual rate of 1.40% of average daily net assets. + 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. 2 --------------------------------------------------------- An OVERVIEW OF The Examples section of the Prospectus is replaced with PACIFIC INNOVATIONS the following: SELECT--Examples is replaced. The following table shows the expenses you would pay on each $1,000 you invested if, at the end of each period, you: annuitized your Contract; surrendered your Contract and withdrew the Contract Value, or did not annuitize or surrender, but left the money in your Contract. These examples assume the following: . the Contract Value starts at $65,000; . the Variable Investment Options have an annual return of 5%; . the Annual Fee is deducted even when the Contract Value goes over $50,000 and a waiver would normally apply; . our current program to reimburse to Pacific Select Fund Portfolio expenses in excess of the 0.10% expense cap as described in Pacific Select Fund Annual Expenses will continue for at least 10 years. without any Rider reflects the expenses you would pay if you did not buy any of the following optional Riders: Stepped-Up Death Benefit Rider (SDBR), Premier Death Benefit Rider (PDBR), Earnings Enhancement Guarantee (EEG) Rider, Guaranteed Income Advantage (GIA) Rider, and Guaranteed Protection Advantage Rider, collectively referred to below as "Riders". Riders may be subject to availability. Ask your registered representative about their current status. with Riders reflects the maximum amount of expenses you would pay if you bought the optional combination of Riders whose cumulative expense totaled more than any other optional combination. These examples do not show past or future expenses. Your actual expenses in any year may be more or less than those shown here.
---------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) ---------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr ---------------------------------------------------------------------------------- Blue Chip without any Rider 90 84 143 303 90 120 143 303 27 84 143 303 with Riders 100 114 192 396 100 150 192 396 37 114 192 396 ---------------------------------------------------------------------------------- Aggressive Growth without any Rider 91 85 145 308 91 121 145 308 28 85 145 308 with Riders 101 115 194 400 101 151 194 400 38 115 194 400 ---------------------------------------------------------------------------------- Emerging Markets without any Rider 93 93 157 330 93 129 157 330 30 93 157 330 with Riders 103 122 205 421 103 158 205 421 40 122 205 421 ---------------------------------------------------------------------------------- Diversified Research without any Rider 90 83 142 300 90 119 142 300 27 83 142 300 with Riders 100 113 190 393 100 149 190 393 37 113 190 393 ---------------------------------------------------------------------------------- Small-Cap Equity without any Rider 87 74 127 271 87 110 127 271 24 74 127 271 with Riders 97 104 177 367 97 140 177 367 34 104 177 367 ---------------------------------------------------------------------------------- International Large-Cap without any Rider 92 89 151 318 92 125 151 318 29 89 151 318 with Riders 102 118 199 410 102 154 199 410 39 118 199 410 ---------------------------------------------------------------------------------- I-Net Tollkeeper without any Rider 95 99 167 350 95 135 167 350 32 99 167 350 with Riders 102 119 201 412 102 155 201 412 39 119 201 412 ---------------------------------------------------------------------------------- Financial Services without any Rider 92 90 152 321 92 126 152 321 29 90 152 321 with Riders 102 119 201 412 102 155 201 412 39 119 201 412 ----------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) --------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr --------------------------------------------------------------------------------- Health Sciences without any Rider 92 90 152 321 92 126 152 321 29 90 152 321 with Riders 102 119 201 412 102 155 201 412 39 119 201 412 --------------------------------------------------------------------------------- Technology without any Rider 92 89 151 319 92 125 151 319 29 89 151 319 with Riders 102 119 200 410 102 155 200 410 39 119 200 410 --------------------------------------------------------------------------------- Telecommunications without any Rider 92 89 151 319 92 125 151 319 29 89 151 319 with Riders 102 119 200 410 102 155 200 410 39 119 200 410 --------------------------------------------------------------------------------- Multi-Strategy without any Rider 87 74 127 271 87 110 127 271 24 74 127 271 with Riders 97 104 177 367 97 140 177 367 34 104 177 367 --------------------------------------------------------------------------------- Large-Cap Core (formerly called Equity Income) without any Rider 87 74 127 271 87 110 127 271 24 74 127 271 with Riders 97 104 177 367 97 140 177 367 34 104 177 367 --------------------------------------------------------------------------------- Strategic Value without any Rider 91 85 145 307 91 121 145 307 28 85 145 307 with Riders 101 115 194 399 101 151 194 399 38 115 194 399 --------------------------------------------------------------------------------- Growth LT without any Rider 88 77 132 281 88 113 132 281 25 77 132 281 with Riders 98 107 181 376 98 143 181 376 35 107 181 376 --------------------------------------------------------------------------------- Focused 30 without any Rider 91 85 145 307 91 121 145 307 28 85 145 307 with Riders 101 115 194 399 101 151 194 399 38 115 194 399 --------------------------------------------------------------------------------- Mid-Cap Value without any Rider 89 80 137 290 89 116 137 290 26 80 137 290 with Riders 99 110 186 384 99 146 186 384 36 110 186 384 --------------------------------------------------------------------------------- International Value without any Rider 90 82 141 298 90 118 141 298 27 82 141 298 with Riders 100 112 189 391 100 148 189 391 37 112 189 391 --------------------------------------------------------------------------------- Capital Opportunities without any Rider 89 79 136 288 89 115 136 288 26 79 136 288 with Riders 99 109 185 383 99 145 185 383 36 109 185 383 --------------------------------------------------------------------------------- Mid-Cap Growth without any Rider 90 82 141 298 90 118 141 298 27 82 141 298 with Riders 100 112 189 391 100 148 189 391 37 112 189 391 --------------------------------------------------------------------------------- Global Growth without any Rider 93 92 157 329 93 128 157 329 30 92 157 329 with Riders 103 122 205 420 103 158 205 420 40 122 205 420 --------------------------------------------------------------------------------- Equity Index without any Rider 83 62 107 230 83 98 107 230 20 62 107 230 with Riders 93 93 157 330 93 129 157 330 30 93 157 330 --------------------------------------------------------------------------------- Small-Cap Index without any Rider 86 72 123 262 86 108 123 262 23 72 123 262 with Riders 96 102 172 359 96 138 172 359 33 102 172 359 --------------------------------------------------------------------------------- REIT without any Rider 92 88 149 315 92 124 149 315 29 88 149 315 with Riders 102 117 198 407 102 153 198 407 39 117 198 407 --------------------------------------------------------------------------------- Inflation Managed (formerly called Government Securities) without any Rider 86 72 124 264 86 108 124 264 23 72 124 264 with Riders 97 102 173 361 97 138 173 361 34 102 173 361 --------------------------------------------------------------------------------- Managed Bond without any Rider 87 73 125 266 87 109 125 266 24 73 125 266 with Riders 97 103 174 363 97 139 174 363 34 103 174 363 --------------------------------------------------------------------------------- Money Market without any Rider 84 65 111 240 84 101 111 240 21 65 111 240 with Riders 94 95 162 339 94 131 162 339 31 95 162 339 --------------------------------------------------------------------------------- High Yield Bond without any Rider 87 73 125 267 87 109 125 267 24 73 125 267 with Riders 97 103 175 364 97 139 175 364 34 103 175 364 ---------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) --------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr --------------------------------------------------------------------------------- Equity Income without any Rider 91 85 145 307 91 121 145 307 28 85 145 307 with Riders 101 115 194 399 101 151 194 399 38 115 194 399 --------------------------------------------------------------------------------- Research without any Rider 91 85 145 307 91 121 145 307 28 85 145 307 with Riders 101 115 194 399 101 151 194 399 38 115 194 399 --------------------------------------------------------------------------------- Equity without any Rider 87 74 127 271 87 110 127 271 24 74 127 271 with Riders 97 104 177 367 97 140 177 367 34 104 177 367 --------------------------------------------------------------------------------- Aggressive Equity without any Rider 89 79 135 286 89 115 135 286 26 79 135 286 with Riders 99 109 184 381 99 145 184 381 36 109 184 381 --------------------------------------------------------------------------------- Large-Cap Value without any Rider 89 81 138 292 89 117 138 292 26 81 138 292 with Riders 99 110 187 386 99 146 187 386 36 110 187 386 ---------------------------------------------------------------------------------
The purpose of the preceding table is to help you understand the various costs and expenses that you may bear directly or indirectly. The table reflects expenses of the Separate Account as well as those of the underlying Portfolios. Premium taxes may also be applicable. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS, WITHDRAWALS, and Pacific Select Fund Annual Expenses, in the Prospectus and see the Fund's SAI. 5 --------------------------------------------------------- YOUR INVESTMENT The chart in the Your Variable Investment Options OPTIONS is amended. section is amended to include the following:
PORTFOLIO INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO MAIN INVESTMENTS MANAGER Equity Income Current income. Equity securities of Putnam Investment Management, Inc. Capital growth is of large U.S. companies secondary importance. with a focus on income-producing securities believed to be undervalued by the market. Research Long-term growth of Equity securities of Putnam Investment Management, Inc. capital. large U.S. companies with potential for capital appreciation. Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. Current income is of large U.S. growth- secondary importance. oriented companies. Aggressive Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. small and medium-sized companies.
--------------------------------------------------------- The second sentence of the sub-section The Investment Adviser is revised to read: We and the Fund have retained other portfolio managers, supervised by us, for 31 of the Portfolios. 6 --------------------------------------------------------- PURCHASING YOUR The section Purchasing the Earnings Enhancement CONTRACT is Guarantee (EEG) Rider (Optional) is restated as amended. follows: Purchasing the Earnings Enhancement Guarantee (EEG) Rider (Optional) You may purchase the EEG Rider (subject to availability) on the Contract Date or on the first Contract Anniversary. For Contracts issued prior to May 1, 2001, you may purchase the EEG Rider on any Contract Anniversary through December 31, 2002. If you buy the EEG Rider within 30 days after the Contract Date or Contract Anniversary, we will make the effective date of the EEG Rider to coincide with that Contract Date or Contract Anniversary. The Earnings Enhancement Guarantee (EEG) Rider is also called the Guarantee Earnings Enhancement (GEE) Rider. You may purchase the EEG Rider only if the age of each Annuitant is 75 years or younger on the date of purchase. The date of purchase is the Effective Date of the Rider as shown in your Contract. Once purchased, the Rider will remain in effect until the earlier of: . the date a full withdrawal of the amount available for withdrawal is made under the Contract; . the date a death benefit becomes payable under the Contract; . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. The EEG Rider may not otherwise be cancelled. --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Purchasing the Guaranteed Protection Advantage Rider (Optional) You may purchase the optional Guaranteed Protection Advantage Rider (subject to availability) on the Contract Date or on any subsequent Contract Anniversary if: . the age of each Annuitant is 80 years or younger on the date of purchase; . the date of the purchase is at least 10 years prior to your selected Annuity Date; and . if you use an asset allocation program established and maintained by us for the Rider during the entire period that the Rider is in effect. If you purchase the Guaranteed Protection Advantage Rider within 30 days after the Contract Date or a Contract Anniversary, the Rider will be effective on that Contract Date or Anniversary. If you purchase the Rider 30 days or more after the Contract Date or the Contract Anniversary, the Rider will be effective on the next Contract Anniversary. The date of purchase is the Effective Date of the Rider. The Rider will remain in effect, unless otherwise terminated, for a 10-year period (the "Term") beginning on the Effective Date of the Rider and, subject to certain limitations, each 10- year period thereafter. On the last day of a Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than a specified amount (the "Guaranteed Protection Amount"). The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings to the Contract. The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below: (a) is the Contract Value at the start of a Term; (b) is a percentage of each additional Purchase Payment, as determined from the table below, paid to the Contract during a Term; 7 (c) is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, to the Contract Value immediately prior to the withdrawal.
----------------------------------------------------------------- Contract Year Since Percentage of Purchase Payment Beginning of Current Term Added to Guaranteed Protection Amount ----------------------------------------------------------------- 1 through 4 100% 5 90% 6 85% 7 80% 8 through 10 75% -----------------------------------------------------------------
For purposes of determining the Contract Value at the start of the initial Term, if the Rider is purchased on the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Rider is purchased on a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary. For any subsequent Term, the Contract Value is equal to the Contract Value on the last day of the then prior Term. If, on the last day of a Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Guaranteed Protection Advantage Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the Term is greater than the Guaranteed Protection Amount. On or before the end of the Term, you can elect to either terminate the Rider, or renew the Rider for another Term provided: . all Annuitant(s) are 80 years or younger at the start of each renewed Term; and . the new Term does not extend beyond your selected Annuity Date. We will contact you at least 30 days before the end of each Term. If we do not receive an election from you prior to the end of each Term, we will automatically renew the Rider for another Term, subject to the restrictions set forth above. If you elect to terminate the Rider, the termination will be effective the day immediately following the end of the Term. The Guaranteed Protection Advantage Rider will remain in effect until the earlier of: . the end of a Term, unless the Rider renews for another Term; or . the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested in an asset allocation program established and maintained by us for this Rider; or . the Contract Anniversary immediately following the date we receive notification from the Owner to terminate this Rider; or . the date a full withdrawal of the amount available for withdrawal is made under the Contract; or . the date of first death of an Owner or the date of death of the last surviving Annuitant; or . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. If the Owner dies during a Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue until the end of the Term. Subject to the terms of the Rider, the surviving spouse may renew the Rider for another Term, provided the surviving spouse is age 80 or younger at the start of the new Term and the new Term does not extend beyond the selected Annuity Date. 8 --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Information About Optional Riders and IRAs There are special considerations for purchases of any optional death benefit rider. As of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may generally not invest in life insurance contracts. We believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA. However, the law is unclear and it is possible that a Contract that has an optional death benefit rider and is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA could be disqualified and may result in increased taxes to the Owner. It is our understanding that the charges relating to the optional death benefit riders are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report the rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. --------------------------------------------------------- PURCHASING YOUR The sub-section Forms of Payment is replaced with the CONTRACT--Making following: Your Investments ("Purchase Forms of Payment Payments") is amended. Your initial and additional Investments may be sent by personal or bank check or by wire transfer. You may also make additional PAC Investments via electronic funds transfer. All checks must be drawn on U.S. funds. We reserve the right to reject: . cash; . credit card or checks drawn against a credit card account; . cashier's check, money orders or travelers checks in single denominations of less than $10,000; . cashier's checks, money orders, traveler's checks or personal checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank); . third party checks when there is not a clear connection of the third party to the underlying transaction; and . wires that originate from foreign banks. If you make Investments by check other than a cashier's check, your payment of any withdrawal proceeds and any refund during the "Right to Cancel" period may be delayed until your check has cleared. --------------------------------------------------------- CHARGES, FEES AND The CHARGES, FEES AND DEDUCTIONS section is amended by DEDUCTIONS is adding the following: amended. Annual Guaranteed Protection Charge (Optional Rider) If you purchase the Guaranteed Protection Advantage Rider, we will deduct a Guaranteed Protection Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the date you purchase the Rider, and if you terminate the Rider. The Guaranteed Protection Charge is equal to 0.10% multiplied by your Contract Value on the date the Charge is deducted. Any portion of the Guaranteed Protection Charge we deduct from the Fixed Options will not be greater than the annual interest credited in excess of 3%. If you make a full withdrawal during a Contract Year, we will deduct the entire Guaranteed Protection Charge for the Contract Year from the final payment made to you. 9 --------------------------------------------------------- FEDERAL TAX The sub-section Taxes Payable on Optional Riders is STATUS--Taxes replaced with the following: Payable by Contract Owners: General It is our understanding that the charges relating to Rules is amended. any optional death benefit rider (SDBR, or PDBR, and/or EEG) are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report any optional death benefit rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. Additionally, as of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may not invest in life insurance contracts. However, a Contract that is used as an IRA may provide for a death benefit that equals the greater of the Purchase Payments made and the Contract Value. The Contract offers various optional death benefits riders that, when combined with the Contract, may exceed the death benefit allowable under IRS Regulations. Although, we believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA, the law is unclear. It is possible that the IRS may disqualify the Contract if it is issued with an optional death benefit rider, which may result in certain deemed distributions, increases in taxes, or, possibly, tax penalties. You should consult with a qualified tax advisor before deciding to purchase any optional death benefit rider in connection with any IRA Contract. --------------------------------------------------------- THE GENERAL The sub-section Fixed Option is amended to include the ACCOUNT-- following: Withdrawals and Transfers is We currently waive the restrictions that limits amended. transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also currently waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. Our current procedure is to process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. during the period May 1, 2001, through December 31, 2001, you may not make more than 15 transfers among Investment Options; and beginning January 1, 2002, transfers are limited to 25 for each calendar year. We reserve the right to discontinue this waiver program at any time. Transfers from the Fixed Option under the DCA program are also currently subject to a minimum duration of six months. Form No. PISSUP102 Supplement dated December 29, 2001 to Prospectus dated May 1, 2001 for the Pacific Innovations, 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 changes the Prospectus to reflect the following, and restates information contained in a Supplement dated October 12, 2001: --------------------------------------------------------- The portfolio Putnam Investment Management, Inc. manages the manager for the Aggressive Equity Portfolio and the Equity Portfolio. Aggressive Equity Portfolio and the Equity Portfolio has changed. --------------------------------------------------------- The Equity Income Effective January 1, 2002, the name of the Equity variable investment Income Variable Investment Option will be changed to option will change the Large-Cap Core Variable Investment Option. its name. This will reflect a change in name of the underlying Equity Income Portfolio managed by J.P. Morgan Investment Management, Inc. Any reference to the Equity Income Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Supplement will be revised to be the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option. --------------------------------------------------------- Two new Variable Effective January 1, 2002, two new Variable Investment Investment Options Options will be available and will be added to the list will be available. on page 1 of the Prospectus: Equity Income Research References to the 31 Variable Investment Options throughout the Prospectus will be revised to be 33 Variable Investment Options. --------------------------------------------------------- An OVERVIEW OF The following is added to the Optional Riders section PACIFIC INNOVATIONS of the Prospectus: is amended. Guaranteed Protection Advantage Rider 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. You can buy the Guaranteed Protection Advantage Rider on the Contract Date or on any Contract Anniversary. The Guaranteed Protection Advantage Rider may not be available. Ask your registered representative about its current availability. --------------------------------------------------------- The side note to the Optional Riders is changed to read as follows: Optional riders are subject to availability. Ask your registered representative about their current status. --------------------------------------------------------- The Contract Expenses section of the Prospectus is amended by adding the following: Guaranteed Protection Charge, as a percentage of Contract Value 0.10%/6/ /6/ If you buy the Guaranteed Protection Advantage Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the date you purchase the Rider and while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. --------------------------------------------------------- An OVERVIEW OF The Pacific Select Fund Annual Expenses-Other Expenses PACIFIC is replaced: INNOVATIONS-- Pacific Select Fund The table below shows the advisory fee and Fund Annual Expenses is expenses as an annual percentage of each Portfolio's amended. average daily net assets, based on the year 2000 unless otherwise noted. To help limit Fund expenses, effective July 1, 2000 Pacific Life 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 and extraordinary expenses) that exceed an annual rate of 0.10% of its average daily net assets. Such waiver or reimbursement is subject to repayment to Pacific Life to the extent such expenses fall below the 0.10% expense cap. For each Portfolio, Pacific Life's right to repayment is limited to amounts waived and/or reimbursed that exceed the new 0.10% expense cap. 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, 2002. In 2000, Pacific Life reimbursed approximately $13,202 to the I-Net Tollkeeper Portfolio, $36,311 to the Strategic Value Portfolio, $34,134 to the Focused 30 Portfolio and $27,505 to the Small-Cap Index Portfolio.
------------------------------------------------------------------------------------- Less Advisory Other 12b-1 Total adviser's Total net Portfolio fee expenses amounts+ expenses reimbursement expenses ------------------------------------------------------------------------------------- As an annual % of average daily net assets Blue Chip/1/ 0.95 0.06 -- 1.01 -- 1.01 Aggressive Growth/1/ 1.00 0.06 -- 1.06 -- 1.06 Emerging Markets/2/ 1.10 0.21 -- 1.31 -- 1.31 Diversified Research/2/ 0.90 0.08 0.01 0.99 -- 0.99 Small-Cap Equity/2/ 0.65 0.05 -- 0.70 -- 0.70 International Large-Cap 1.05 0.12 -- 1.17 -- 1.17 I-Net Tollkeeper/2/,/3/ 1.40 0.13 -- 1.53 (0.02) 1.51 Financial Services/1/ 1.10 0.15 -- 1.25 (0.05) 1.20 Health Sciences/1/ 1.10 0.11 -- 1.21 (0.01) 1.20 Technology/1/ 1.10 0.08 -- 1.18 -- 1.18 Telecommunications/1/ 1.10 0.08 -- 1.18 -- 1.18 Multi-Strategy 0.65 0.04 -- 0.69 -- 0.69 Large-Cap Core/2/ 0.65 0.04 0.01 0.70 -- 0.70 (formerly Equity Income) Strategic Value 0.95 0.49 -- 1.44 (0.39) 1.05 Growth LT 0.75 0.04 -- 0.79 -- 0.79 Focused 30 0.95 0.42 -- 1.37 (0.32) 1.05 Mid-Cap Value/2/ 0.85 0.03 0.10 0.98 -- 0.98 International Value 0.85 0.11 -- 0.96 -- 0.96 Capital Opportunities/1/ 0.80 0.06 -- 0.86 -- 0.86 Mid-Cap Growth/1/ 0.90 0.06 -- 0.96 -- 0.96 Global Growth/1/ 1.10 0.19 -- 1.29 -- 1.29 Equity Index 0.25 0.04 -- 0.29 -- 0.29 Small-Cap Index/2/ 0.50 0.13 -- 0.63 (0.02) 0.61 REIT 1.10 0.04 -- 1.14 -- 1.14 Inflation Managed/2/ 0.60 0.05 -- 0.65 -- 0.65 Managed Bond/2/ 0.60 0.05 -- 0.65 -- 0.65 Money Market 0.34 0.04 -- 0.38 -- 0.38 High Yield Bond/2/ 0.60 0.05 -- 0.65 -- 0.65 Equity Income/1/ 0.95 0.15 -- 1.10 (0.05) 1.05 Research/1/ 1.00 0.12 -- 1.12 (0.02) 1.10 Equity 0.65 0.04 -- 0.69 -- 0.69 Aggressive Equity/2/ 0.80 0.04 0.02 0.86 -- 0.86 Large-Cap Value/2/ 0.85 0.05 0.05 0.95 -- 0.95 -------------------------------------------------------------------------------------
/1/ Expenses are estimated. There were no actual advisory fees or expenses for these Portfolios in 2000 because the Portfolios started after December 31, 2000. /2/ Total adjusted net expenses for these Portfolios, after deduction of an offset for custodian credits and the 12b-1 recapture were: 1.30% for Emerging Markets Portfolio, 0.98% for Diversified Research Portfolio, 0.69% for Small-Cap Equity Portfolio, 1.60% for I-Net Tollkeeper Portfolio, 0.69% for Large-Cap Core Portfolio, 0.88% for Mid-Cap Value Portfolio, 0.60% for Small-Cap Index Portfolio, 0.62% for Inflation Managed Portfolio, 0.64% for Managed Bond Portfolio, 0.64% for High Yield Bond Portfolio, 0.84% for Aggressive Equity Portfolio, and 0.90% for Large-Cap Value Portfolio. /3/ Effective January 1, 2002, the advisory fee is reduced to the annual rate of 1.40% of average daily net assets. + 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. 2 --------------------------------------------------------- An OVERVIEW OF The Examples section of the Prospectus is replaced with PACIFIC the following: INNOVATIONS-- Examples is The following table shows the expenses you would pay on replaced. each $1,000 you invested if, at the end of each period, you: annuitized your Contract; surrendered your Contract and withdrew the Contract Value, or did not annuitize or surrender, but left the money in your Contract. These examples assume the following: . the Contract Value starts at $65,000; . the Variable Investment Options have an annual return of 5%; . the Annual Fee is deducted even when the Contract Value goes over $50,000 and a waiver would normally apply; . our current program to reimburse to Pacific Select Fund Portfolio expenses in excess of the 0.10% expense cap as described in Pacific Select Fund Annual Expenses will continue for at least 10 years. without any Rider reflects the expenses you would pay if you did not buy any of the following optional Riders: Stepped-Up Death Benefit Rider (SDBR), Premier Death Benefit Rider (PDBR), Earnings Enhancement Guarantee (EEG) Rider, and Guaranteed Protection Advantage Rider, collectively referred to below as "Riders". Riders may be subject to availability. Ask your registered representative about their current status. with Riders reflects the maximum amount of expenses you would pay if you bought the optional combination of Riders whose cumulative expense totaled more than any other optional combination. These examples do not show past or future expenses. Your actual expenses in any year may be more or less than those shown here. --------------------------------------------------------
Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) --------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr --------------------------------------------------------------------------------- Blue Chip without any Rider 106 76 131 278 106 148 131 278 25 76 131 278 with Riders 116 106 180 374 116 178 180 374 35 106 180 374 --------------------------------------------------------------------------------- Aggressive Growth without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Emerging Markets without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 ---------------------------------------------------------------------------------- Diversified Research without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Small-Cap Equity without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- International Large-Cap without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Equity without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- I-Net Tollkeeper without any Rider 111 91 155 327 111 163 155 327 30 91 155 327 with Riders 118 112 189 391 118 184 189 391 37 112 189 391 --------------------------------------------------------------------------------- Financial Services without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 ---------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) --------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr --------------------------------------------------------------------------------- Health Sciences without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Technology without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Telecommunications without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Multi-Strategy without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Large-Cap Core (formerly called Equity Income) without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Strategic Value without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Growth LT without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Focused 30 without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Mid-Cap Value without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- International Value without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Capital Opportunities without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Mid-Cap Growth without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Global Growth without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Equity Index without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Small-Cap Index without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- REIT without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Inflation Managed (formerly called Government Securities) without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Managed Bond without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Money Market without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- High Yield Bond without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 ---------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) your Contract ($) Contract ($) --------------------------------------------------------------------------------- Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr --------------------------------------------------------------------------------- Equity Income without any Rider 107 79 135 287 107 151 135 287 26 79 135 287 with Riders 117 109 184 382 117 181 184 382 36 109 184 382 --------------------------------------------------------------------------------- Research without any Rider 107 79 135 287 107 151 135 287 26 79 135 287 with Riders 117 109 184 382 117 181 184 382 36 109 184 382 --------------------------------------------------------------------------------- Equity without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Aggressive Equity without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 --------------------------------------------------------------------------------- Large-Cap Value without any Rider 106 78 133 283 106 150 133 283 25 78 133 283 with Riders 116 108 182 378 116 180 182 378 35 108 182 378 ---------------------------------------------------------------------------------
The purpose of the preceding table is to help you understand the various costs and expenses that you may bear directly or indirectly. The table reflects expenses of the Separate Account as well as those of the underlying Portfolios. Premium taxes may also be applicable. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS, WITHDRAWALS, and Pacific Select Fund Annual Expenses, in the Prospectus and see the Fund's SAI. 5 --------------------------------------------------------- YOUR INVESTMENT The chart in the Your Variable Investment Options OPTIONS is amended. section is amended to include the following:
PORTFOLIO INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO MAIN INVESTMENTS MANAGER Equity Income Current income. Equity securities of Putnam Investment Management, Inc. Capital growth is of large U.S. companies secondary importance. with a focus on income-producing securities believed to be undervalued by the market. Research Long-term growth of Equity securities of Putnam Investment Management, Inc. capital. large U.S. companies with potential for capital appreciation. Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. Current income is of large U.S. growth- secondary importance. oriented companies. Aggressive Equity Capital appreciation. Equity securities of Putnam Investment Management, Inc. small and medium-sized companies.
--------------------------------------------------------- The second sentence of the sub-section The Investment Adviser is revised to read: We and the Fund have retained other portfolio managers, supervised by us, for 31 of the Portfolios. 6 --------------------------------------------------------- PURCHASING YOUR The section Purchasing the Earnings Enhancement CONTRACT is Guarantee (EEG) Rider (Optional) is restated as amended. follows: Purchasing the Earnings Enhancement Guarantee (EEG) Rider (Optional) You may purchase the EEG Rider (subject to availability) on the Contract Date or on the first Contract Anniversary. For Contracts issued prior to May 1, 2001, you may purchase the EEG Rider on any Contract Anniversary through December 31, 2002. If you buy the EEG Rider within 30 days after the Contract Date or Contract Anniversary, we will make the effective date of the EEG Rider to coincide with that Contract Date or Contract Anniversary. The Earnings Enhancement Guarantee (EEG) Rider is also called the Guarantee Earnings Enhancement (GEE) Rider. You may purchase the EEG Rider only if the age of each Annuitant is 75 years or younger on the date of purchase. The date of purchase is the Effective Date of the Rider as shown in your Contract. Once purchased, the Rider will remain in effect until the earlier of: . the date a full withdrawal of the amount available for withdrawal is made under the Contract; . the date a death benefit becomes payable under the Contract; . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. The EEG Rider may not otherwise be cancelled. --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Purchasing the Guaranteed Protection Advantage Rider (Optional) You may purchase the optional Guaranteed Protection Advantage Rider (subject to availability) on the Contract Date or on any subsequent Contract Anniversary if: . the age of each Annuitant is 80 years or younger on the date of purchase; . the date of the purchase is at least 10 years prior to your selected Annuity Date; and . if you use an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you purchase the Guaranteed Protection Advantage Rider within 30 days after the Contract Date or a Contract Anniversary, the Rider will be effective on that Contract Date or Anniversary. If you purchase the Rider 30 days or more after the Contract Date or the Contract Anniversary, the Rider will be effective on the next Contract Anniversary. The date of purchase is the Effective Date of the Rider. The Rider will remain in effect , unless otherwise terminated, for a 10-year period (the "Term") beginning on the Effective Date of the Rider and, subject to certain limitations, each 10-year period thereafter. On the last day of a Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than a specified amount (the "Guaranteed Protection Amount"). The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings to the Contract. The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below: (a) is the Contract Value at the start of a Term; (b) is a percentage of each additional Purchase Payment, as determined from the table below, paid to the Contract during a Term; 7 (c) is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, to the Contract Value immediately prior to the withdrawal.
----------------------------------------------------------------- Contract Year Since Percentage of Purchase Payment Beginning of Current Term Added to Guaranteed Protection Amount ----------------------------------------------------------------- 1 through 4 100% 5 90% 6 85% 7 80% 8 through 10 75% -----------------------------------------------------------------
For purposes of determining the Contract Value at the start of the initial Term, if the Rider is purchased on the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Rider is purchased on a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary. For any subsequent Term, the Contract Value is equal to the Contract Value on the last day of the then prior Term. If, on the last day of a Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Guaranteed Protection Advantage Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the Term is greater than the Guaranteed Protection Amount. On or before the end of the Term, you can elect to either terminate the Rider, or renew the Rider for another Term provided; . all Annuitant(s) are 80 years or younger at the start of each renewed Term; and . the new Term does not extend beyond your selected Annuity Date. We will contact you at least 30 days before the end of each Term. If we do not receive an election from you prior to the end of each Term, we will automatically renew the Rider for another Term, subject to the restrictions set forth above. If you elect to terminate the Rider, the termination will be effective the day immediately following the end of the Term. The Guaranteed Protection Advantage Rider will remain in effect until the earlier of: . the end of a Term, unless the Rider renews for another Term; or . the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested in an asset allocation program established and maintained by us for this Rider; or . the Contract Anniversary immediately following the date we receive notification from the Owner to terminate this Rider; or . the date a full withdrawal of the amount available for withdrawal is made under the Contract; or . the date of first death of an Owner or the date of death of the last surviving Annuitant; or . the date the Contract is terminated in accordance with the provisions of the Contract; or . the Annuity Date. 8 If the Owner dies during a Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue until the end of the Term. Subject to the terms of the Rider, the surviving spouse may renew the Rider for another Term, provided the surviving spouse is age 80 or younger at the start of the new Term and the new Term does not extend beyond the selected Annuity Date. --------------------------------------------------------- The PURCHASING YOUR CONTRACT section is amended by adding the following: Information About Optional Riders and IRAs There are special considerations for purchases of any optional death benefit rider. As of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may generally not invest in life insurance contracts. We believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA. However, the law is unclear and it is possible that a Contract that has an optional death benefit rider and is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA could be disqualified and may result in increased taxes to the Owner. It is our understanding that the charges relating to the optional death benefit riders are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report the rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. --------------------------------------------------------- PURCHASING YOUR The sub-section Forms of Payment is replaced with the CONTRACT--Making following: Your Investments ("Purchase Forms of Payment Payments") is amended. Your initial and additional Investments may be sent by personal or bank check or by wire transfer. You may also make additional PAC Investments via electronic funds transfer. All checks must be drawn on U.S. funds. We reserve the right to reject: . cash; . credit card or checks drawn against a credit card account; . cashier's check, money orders or travelers checks in single denominations of less than $10,000; . cashier's checks, money orders, traveler's checks or personal checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank); . third party checks when there is not a clear connection of the third party to the underlying transaction; and . wires that originate from foreign banks. If you make Investments by check other than a cashier's check, your payment of any withdrawal proceeds and any refund during the "Right to Cancel" period may be delayed until your check has cleared. --------------------------------------------------------- CHARGES, FEES AND The CHARGES, FEES AND DEDUCTIONS section is amended by DEDUCTIONS is adding the following: amended. Annual Guaranteed Protection Charge (Optional Rider) If you purchase the Guaranteed Protection Advantage Rider, we will deduct a Guaranteed Protection Charge from your Investment Options on a proportionate basis on each Contract 9 Anniversary that the Rider remains in effect following the date you purchase the Rider, and if you terminate the Rider. The Guaranteed Protection Charge is equal to 0.10% multiplied by your Contract Value on the date the Charge is deducted. Any portion of the Guaranteed Protection Charge we deduct from the Fixed Options will not be greater than the annual interest credited in excess of 3%. If you make a full withdrawal during a Contract Year, we will deduct the entire Guaranteed Protection Charge for the Contract Year from the final payment made to you. --------------------------------------------------------- FEDERAL TAX The sub-section Taxes Payable on Optional Riders is STATUS--Taxes replaced with the following: Payable by Contract Owners: General It is our understanding that the charges relating to Rules is amended. any optional death benefit rider (SDBR, or PDBR, and/or EEG) are not subject to current taxation and we will not report them as such. However, the IRS may determine that these charges should be treated as partial withdrawals subject to current taxation to the extent of any gain and, if applicable, the 10% tax penalty. We reserve the right to report any optional death benefit rider charges as partial withdrawals if we believe that we would be expected to report them in accordance with IRS regulations. Additionally, as of the date of this Prospectus Supplement, IRS regulations state that Individual Retirement Accounts (IRAs) may not invest in life insurance contracts. However, a Contract that is used as an IRA may provide for a death benefit that equals the greater of the Purchase Payments made and the Contract Value. The Contract offers various optional death benefits riders that, when combined with the Contract, may exceed the death benefit allowable under IRS Regulations. Although, we believe that these regulations do not prohibit the optional death benefit riders from being added to your Contract if it is issued as a Traditional IRA, Roth IRA, or SIMPLE IRA, the law is unclear. It is possible that the IRS may disqualify the Contract if it is issued with an optional death benefit rider, which may result in certain deemed distributions, increases in taxes, or, possibly, tax penalties. You should consult with a qualified tax advisor before deciding to purchase any optional death benefit rider in connection with any IRA Contract. --------------------------------------------------------- THE GENERAL The sub-section Fixed Option is amended to include the ACCOUNT-- following: Withdrawals and Transfers is We currently waive the restrictions that limits amended. transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also currently waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. Our current procedure is to process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. during the period May 1, 2001, through December 31, 2001, you may not make more than 15 transfers among Investment Options; and beginning January 1, 2002, transfers are limited to 25 for each calendar year. We reserve the right to discontinue this waiver program at any time. Transfers from the Fixed Option under the DCA program are also currently subject to a minimum duration of six months. Form No. PISUP102 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, 2000 which are incorporated by reference from the 2000 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 (2) Depositor's Financial Statements Audited Consolidated Financial Statements dated as of December 31, 2000 and 1999, and for the three year period ended December 31, 2000, 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 Mutual Life, PSD and Various Broker-Dealers /1/ 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. 10-13000) /5/ (b) Qualified Pension Plan Rider (Form No. R90-PEN-V) /1/ (c) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-13300) /5/ (d) Section 457 Plan Rider (Form No. 24-123799) /1/ (e) Individual Retirement Annuity Rider (Form No. 20-13900) /4/ (f) Roth Individual Retirement Annuity Rider (Form No. R-RIRA 198) /1/ (g) Simple Individual Retirement Annuity Rider (Form 20-13400) /4/ (h) (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/ (i) (1) Pacific Innovations - Premier Death Benefit Rider (Form No. 20-12602) /1/ (2) Pacific Innovations Select - Premier Death Benefit Rider (Form No. 20-13600) /5/ (j) Guaranteed Earnings Enhancement (GEE) Rider (Form No. 20-14900) /6/ (k) Guaranteed Income Advantage Rider (Form No. 20-15100) /8/ (l) Form of Guaranteed Protection Advantage Rider (Form No. 20-16200) 5. (a) (1) Pacific Innovations - Variable Annuity Application (Form No. 25-12610) /4/ (2) Pacific Innovations Select - Variable Annuity Application (Form No. 25-13000) /5/ (b) Variable Annuity PAC APP /1/ (c) Application/Confirmation Form /2/ (d) Guaranteed Income Advantage Rider Request (Form No. 1209-1A) (e) Form of Guaranteed Earnings Enhancement (GEE) Rider Request Application /6/ (f) Form of Guaranteed Protection Advantage Rider Request (Form No. 55-16600) 6. (a) Pacific Life's Articles of Incorporation /1/ (b) By-laws of Pacific Life /1/ 7. Not applicable 8. (a) Fund Participation Agreement /7/ (b) Addendum to the Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios) /7/ (c) Addendum to the Fund Participation Agreement (to add nine new Portfolios) /7/ (d) Form of Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios) 9. Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered. /1/ II-2 10. Independent Auditors' Consent /7/ 11. Not applicable 12. Not applicable 13. (1) Pacific Innovations - Performance Calculations /7/ (2) Pacific Innovations Select - Performance Calculations /7/ 14. Not applicable 15. Powers of Attorney /2/ 16. Not applicable /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. Item 25. Directors and Officers of Pacific Life Positions and Offices Name and Address 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-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, 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. II-4 Item 27. Number of Contractholders (1) Pacific Innovations - Approximately 2,574 Qualified 2,402 Non Qualified (2) Pacific Innovations Select - Approximately 359 Qualified 301 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 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-5 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 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. II-6 Item 29. Principal Underwriters (a) PSD also acts as principal underwriter for Pacific Select Separate Account, Pacific Select Exec Separate Account, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Separate Account B, Pacific Life and Annuity 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. (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(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. II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(a)(1) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 8 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 25th day of October, 2001. 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. 8 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature Title Date ----------------- Director, Chairman of the Board October 25, 2001 Thomas C. Sutton* and Chief Executive Officer ----------------- Director and President October 25, 2001 Glenn S. Schafer* ----------------- Director, Executive Vice President October 25, 2001 Khanh T. Tran* and Chief Financial Officer ----------------- Director, Senior Vice President October 25, 2001 David R. Carmichael* and General Counsel ----------------- Director, Vice President and October 25, 2001 Audrey L. Milfs* Corporate Secretary ----------------- Vice President and Controller October 25, 2001 Edward R. Byrd* ----------------- Vice President and Treasurer October 25, 2001 Brian D. Klemens* ----------------- Executive Vice President October 25, 2001 Gerald W. Robinson* *By: /s/ DAVID R. CARMICHAEL October 25, 2001 ------------------------ David R. Carmichael as attorney-in-fact
(Powers of Attorney are contained in Pre-Effective Amendment No. 1 of the Registration Statement filed on March 31, 2000 on Form N-4/A for Separate Account A, File No. 333-93059, Accession No. 0000912057-00-015739, as Exhibit 15.) II-9 EX-99.4(L) 3 dex994l.txt GUARANTEED PROTECTION ADVANTAGE RIDER EXHIBIT 4(L) [PACIFIC LIFE LOGO] Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company GUARANTEED PROTECTION ADVANTAGE RIDER This Rider is part of your Contract and should be attached to it. Notwithstanding any provision of your Contract to the contrary, the provisions of this Rider shall prevail over the provisions of your Contract. Guaranteed Protection Advantage - You have purchased a Guaranteed Protection Advantage Rider. Subject to the terms and conditions described herein, we will increase the Contract Value to the Guaranteed Protection Amount (as determined below), if at the end of each Term, the Contract Value is less than the Guaranteed Protection Amount. This Rider may be purchased on the Contract Date or on any subsequent Contract Anniversary, provided: (a) the Age of each Annuitant is 80 or younger on the date of purchase; and (b) the date of purchase is at least ten (10) years prior to your selected Annuity Date. The date of purchase is the Effective Date of the Rider as shown on Page 3. For the Contract Value to be increased to the Guaranteed Protection Amount, the entire Contract Value must be invested according to an asset allocation program established and maintained by us for this Rider for the entire Term. For purposes of this Rider, a Term is defined as each ten (10) year period, beginning on the Effective Date of the Rider, and each ten (10) year period thereafter. Guaranteed Protection Charge - An annual charge (Guaranteed Protection Charge) for expenses related to this Rider will be deducted from your Investment Options on a proportionate basis. The Guaranteed Protection Charge will be deducted, in arrears, on each Contract Anniversary that this Rider remains in effect. The charge is equal to 0.10% multiplied by the Contract Value on the day the charge is deducted. Any portion of the Guaranteed Protection Charge we deduct from any of our fixed rate General Account options will not be greater than the annual interest credited in excess of 3%. If this Rider is terminated for reasons other than for death or annuitization, the entire Guaranteed Protection Charge for the Contract Year will be deducted from the Contract Value on the effective date of termination. Guaranteed Protection Amount - The Guaranteed Protection Amount is equal to (a) plus (b) minus (c); where: (a) is the Contract Value at the start of a Term; (b) is a percentage of each subsequent Purchase Payment, as determined from the table below, paid to the Contract during a Term; (c) is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal (including any applicable withdrawal charge) to the Contract Value immediately prior to the withdrawal. 1
Contract Year Since Percentage of Purchase Payment Beginning of Current Term Added To Guaranteed Protection Amount ------------------------- ------------------------------------- 1 through 4........................................ 100% 5........................................ 90% 6........................................ 85% 7........................................ 80% 8 through 10........................................ 75%
For purposes of determining the Contract Value at the start of the initial Term, if this Rider is purchased on the Contract Date, the Contract Value is equal to the initial Purchase Payment. If this Rider is purchased on a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary. For purposes of determining the Contract Value at the start of any subsequent Term, the Contract Value is equal to the Contract Value on the last day of the then prior Term. Additional Amount - On the last day of the Term, we will apply an additional amount to the Contract if the Contract Value on such day is less than the Guaranteed Protection Amount. The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. If, on the last day of a Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal of the amount available for withdrawal is made, the Contract Value will reflect any additional amount as described in this provision, prior to the payment of any annuity, death or full withdrawal benefits. We will not apply an additional amount if the Contract Value, on the last day of the Term, is greater than the Guaranteed Protection Amount. Expiration of Term - We will notify you at least thirty (30) days prior to the end of each Term. On or before the end of the Term, you may elect not to renew this Rider for another Term. You may also elect to renew the terms and conditions of this Rider for another Term, provided: (a) the Age of each Annuitant is 80 or younger at the start of the new Term; and (b) the new Term does not extend beyond the Annuity Date. If we do not receive an election from you prior to the end of the Term, we will automatically renew this Rider for another Term, subject to conditions (a) and (b) in the immediately preceding paragraph. Termination of Rider - Once purchased, this Rider will remain in effect until the earlier of: (a) the end of a Term, unless the Rider renews for another Term; (b) the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider; (c) the Contract Anniversary immediately following the date we receive notification from you to terminate this Rider; (d) the date a full withdrawal of the amount available for withdrawal is made under the Contract; (e) the date of the first death of an Owner or the date of death of the last surviving Annuitant; (f) the date the Contract is terminated in accordance with the provisions of the Contract; or (g) the Annuity Date. 2 Continuation of Rider if Surviving Spouse Continues Contract - If the Owner dies during a Term and if the Surviving Spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue until the end of the Term. Subject to the Expiration of Term provision, the Surviving Spouse may renew the terms of this Rider for another Term, provided: (a) the Surviving Spouse is age 80 or younger at the start of the new Term; and (b) the new Term does not extend beyond the Annuity Date. Effective Date - This Rider is effective on the date shown below. Effective Date: [date] All other terms and conditions of your Contract remain unchanged. PACIFIC LIFE INSURANCE COMPANY /s/ Thomas C. Sutton /s/ Audrey L. Milfs Chairman and Chief Executive Officer Secretary 3 EX-99.5(D) 4 dex995d.txt GUARANTEED INCOME ADVANTAGE (GIA) RIDER REQUEST Exhibit 5(D) [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company GUARANTEED INCOME P.O. Box 7187 ADVANTAGE [GIA] Pasadena, CA 91109-7187 RIDER REQUEST (800) 722-2333 The GIA Rider is available only on Pacific Portfolios, Pacific Value and Pacific Innovations Select. Please refer to the product's prospectus for more information. ---------------------------------------------------------------------------- [1] GENERAL INFORMATION . All Annuitants must be age 80 or younger to purchase the GIA Rider. . Termination of the GIA Rider can be elected only on or after the fifth contract anniversary. OWNER Name Contract No. SSN/TIN Daytime Phone (First, Middle Initial, Last) ( ) --------------------------------------------------------------------------- --------------------------------------------------------------------------- [2] ADD THE GIA RIDER [_] Add the GIA Rider to my contract. I understand that: . If I annuitize my contract under the provisions of the GIA Rider, my payments will be a fixed amount. . On each contract anniversary, a charge of 0.30% of the contract value will be assessed. . If the request is received in good order within 30 days after contract anniversary, the Rider will be effective on that contract anniversary. If the request is received 30 days or more after a contract anniversary, the Rider will be effective on the next contract anniversary. [3] TERMINATE THE GIA RIDER [_] Terminate the GIA Rider from my contract. I understand that: . If the request is received in good order within 30 days after the 5th or later contract anniversary, the Rider will be terminated on that contract anniversary. If the request is received 30 days or more after the 5th or later contract anniversary, the Rider will be terminated on the next contract anniversary. . On termination, the final annual charge of 0.30% will be assessed from the contract value. . All benefits of the GIA Rider will be forfeited upon termination of the Rider. . All other provisions of the contract remain in force. -------------------------------------------------------------------------------- [4] SIGNATURES ___________________ ____________ ___________________________ ______________ Owner's Signature Date Joint Owner's Signature Date ================================================================================ -------------------------------------------------------------------------------- Where To Send This Form Pacific Life Insurance Company P.O. Box 7187 Pasadena, CA 91109-7187 Who To Call For Help Or Questions Your registered representative or the Pacific Line at (800) 722-2333. ________________________________________________________________________________ [BAR CODE] *1209-1A* EX-99.5(F) 5 dex995f.txt GUARANTEED PROTECTION ADVANTAGE RIDER REQUEST DRAFT EXHIBIT 5(F) [LETTERHEAD OF PACIFIC LIFE INSURANCE] GUARANTEED PROTECTION ADVANTAGE RIDER REQUEST PLEASE READ THE GENERAL INFORMATION AND THE INSTRUCTIONAL NOTES ON THE REVERSE SIDE BEFORE COMPLETING THIS FORM. This Rider is available only on Pacific ------ Portfolios, Pacific Value, Pacific Innovations, Pacific Innovations Select, Pacific One, Pacific One Select, Pacific Odyssey and PSVA, subject to state availability. Please refer to the product's prospectus for more information. -------------------------------------------------------------------------------------------------------------------- 1 GENERAL INFORMATION Owner's Name (First, Middle Initial, Last) SSN/TIN Daytime Telephone Number ( ) -------------------------------------------------------------------------------------------------------------------- Joint Owner's Name (First, Middle Initial, Last) SSN Daytime Telephone Number ( ) -------------------------------------------------------------------------------------------------------------------- Contract Number (if known) --------------------------------------------------------------------------------------------------------------------
2 ADD THE GUARANTEED PROTECTION ADVANTAGE RIDER [_] Add the Guaranteed Protection Advantage Rider to my contract. (See Instructions for additional requirements) By adding this rider to my contract, I understand that: . In order for the contract value to be increased to the Guaranteed Protection Amount, the entire contract value must be invested according to an asset allocation program established and maintained by Pacific Life for this rider for the entire Term. (A Term is defined as each ten (10) year period beginning on the effective date of the rider, and each ten (10) year period thereafter.) . Unless I provide written notice to terminate the rider, the rider will renew for another Term, provided the Age of each Annuitant is 80 or younger at the start of the new Term and the new Term does not extend beyond the Annuity Date. . The rider will terminate on the contract anniversary following the day any portion of the contract value is no longer invested according to an asset allocation program established and maintained by Pacific Life for this rider. . On each contract anniversary, an annual charge of 0.10% of the contract value will be deducted from my contract value in arrears. . If this request is received in good order by Pacific Life within thirty (30) days after the contract date or a contract anniversary, the rider will be effective on that contract date or contract anniversary. If this request is received thirty-one (31) days or more after the contract date or the last contract anniversary, the rider will be effective on the next contract anniversary. ------------------------------------------------------------------------------- 3 TERMINATE THE GUARANTEED PROTECTION ADVANTAGE RIDER Terminate the Guaranteed Protection Advantage Rider from my contract. [_] By terminating this rider, I understand that: . If this request is received in good order by Pacific Life within thirty (30) days after a contract anniversary, the rider will terminate on that contract anniversary. If this request is received thirty-one (31) days or more after the last contract anniversary, the rider will terminate on the next contract anniversary. . If the rider terminates for reasons other than for death or annuitization, the entire annual charge (0.10% of the contract value) for the contract year will be deducted from the contract value on the effective date of termination. . All benefits of the rider will be forfeited upon termination, if such termination occurs prior to the end of a Term. . All other provisions of my contract will remain in force. -------------------------------------------------------------------------------- 4 SIGNATURES ------------------------- ----------- -------------------------- --------- Owner's Signature Date Joint Owner's Signature Date ================================================================================ See Instructions on the reverse side. [LOGO OF PACIFIC LIFE] GUARANTEED PROTECTION ADVANTAGE RIDER REQUEST ================================================================================ When to use this form: Use this form to add the optional Guaranteed Protection Advantage Rider to your contract. This form may also be used to terminate the Guaranteed Protection Advantage Rider. To complete this form: Print clearly in dark ink. Provide requested information in full. Do not highlight any information submitted on this form. Paperwork submitted to Pacific Life is scanned into an imaging system and highlighting could make that information unreadable. Where to send this form: By regular mail: By overnight mail: Pacific Life Insurance Company Pacific Life Insurance Company P.O. Box 7187 1111 S. Arroyo Parkway, Suite 205 Pasadena, CA 91109-7187 Pasadena, CA 91105 Who to call for help or questions: Contact your registered representative or Pacific Life at (800) 722-2333. -------------------------------------------------------------------------------- INSTRUCTIONS Section 1. General Information: Provide the owner's name, Social Security Number/Tax Identification Number (SSN/TIN), daytime telephone number and contract number, if known. If there is a joint owner, provide the joint owner's name, SSN and daytime telephone number. Verify that the owner and joint owner (if any) matches the contract. Section 2. Add the Guaranteed Protection Advantage Rider: Complete this section to add the Guaranteed Protection Advantage Rider to your contract. Read this section before checking the box and signing the form. To qualify to purchase the rider: (a) all annuitants must be age 80 or younger on the date of purchase; and (b) the date of purchase must be at least ten (10) years prior to the selected annuity date. In addition to meeting these requirements, additional forms may be required to process this request, as described below. Failure to submit the required additional forms will delay processing. . New Clients Enrolling in Portfolio Optimization - If you are a new client enrolling in Pacific Life's Portfolio Optimization program, this form must be accompanied by a Pacific Life variable annuity ---- application and the signed and dated acknowledgment contained in the Investment Policy Statement. . Existing Clients Enrolling in Portfolio Optimization - If you are an existing client enrolling in Pacific Life's Portfolio Optimization program, this form must be accompanied by the signed ---- and dated acknowledgment contained in the Investment Policy Statement. . Existing Clients Currently Enrolled in Portfolio Optimization - If you are an existing client currently enrolled in Pacific Life's Portfolio Optimization program and just wish to add the rider to your contract, no additional forms are required. Section 3. Terminate the Guaranteed Protection Advantage Rider: Complete this section to terminate the Guaranteed Protection Advantage Rider. Read this section before checking the box and signing the form. Section 4. Signatures: The form must be signed and dated by the owner. In cases of joint ownership, both owners must sign. EX-99.8(D) 6 dex998d.txt FORM OF ADDENDUM TO FUND PARTICIPATION AGREEMENT EXHIBIT 8(d) FORM OF Exhibit B Aggressive Equity Portfolio Emerging Markets Portfolio Diversified Research Portfolio Small-Cap Equity Portfolio International Large-Cap Portfolio Equity Portfolio I-Net Tollkeeper Portfolio Multi-Strategy Portfolio Large-Cap Core Portfolio (formerly the Equity Income Portfolio) Growth LT Portfolio Strategic Value Portfolio Focused 30 Portfolio Mid-Cap Value Portfolio Equity Index Portfolio Small-Cap Index Portfolio REIT Portfolio International Value Portfolio Inflation Managed Portfolio Managed Bond Portfolio Money Market Portfolio High Yield Bond Portfolio Large-Cap Value Portfolio Global Growth Portfolio Mid-Cap Growth Portfolio Capital Opportunities Portfolio Technology Portfolio Financial Services Portfolio Telecommunications Portfolio Health Sciences Portfolio Aggressive Growth Portfolio Blue Chip Portfolio Equity Income Portfolio Research Portfolio Effective _______________, 2002 agreed to and accepted by: PACIFIC SELECT FUND ATTEST: __________________________ BY: _______________________________ Name: Audrey L. Milfs Name: Thomas C. Sutton Title: Secretary Title: Chairman of the Board & Trustee PACIFIC SELECT DISTRIBUTORS, INC. ATTEST: __________________________ BY: _______________________________ Name: Audrey L. Milfs Name: Gerald W. Robinson Title: Secretary Title: Chairman & Chief Executive Officer PACIFIC LIFE INSURANCE COMPANY ATTEST: __________________________ BY: _______________________________ Name: Audrey L. Milfs Name: Thomas C. Sutton Title: Secretary Title: Chairman of the Board & Chief Executive Officer ATTEST: __________________________ BY: _______________________________ Name: Audrey L. Milfs Name: Glenn S. Schafer Title: Secretary Title: President PACIFIC LIFE & ANNUITY COMPANY ATTEST: __________________________ BY: _______________________________ Name: Audrey L. Milfs Name: Lynn C. Miller Title: Secretary Title: Executive Vice President