0000898430-01-503122.txt : 20011030 0000898430-01-503122.hdr.sgml : 20011030 ACCESSION NUMBER: 0000898430-01-503122 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 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: 333-53040 FILM NUMBER: 1766731 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: 1766732 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 PACIFIC LIFE - ODYSSEY SUPPLEMENT As filed with the Securities and Exchange Commission on October 25, 2001 Registration Nos. 811-08946 333-53040 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. 1 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_] Amendment No. 52 [X] (Check appropriate box or boxes) SEPARATE ACCOUNT A (Exact Name of Registrant) PACIFIC LIFE INSURANCE COMPANY (Name of Depositor) 700 Newport Center Drive Newport Beach, California 92660 (Address of Depositor's Principal Executive Offices) (Zip Code) (949) 219-3743 (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 Odyssey individual flexible premium deferred variable annuity contract. Filing Fee: None SEPARATE ACCOUNT A FORM N-4 CROSS REFERENCE SHEET PART A Item No. Prospectus Heading 1. Cover Page Cover Page 2. Definitions TERMS USED IN THIS PROSPECTUS 3. Synopsis AN OVERVIEW OF PACIFIC ODYSSEY 4. Condensed Financial Information YOUR INVESTMENT OPTIONS --Variable Investment Option Performance; ADDITIONAL INFORMATION --Financial Statements 5. General Description of Registrant, Depositor and Portfolio Companies AN OVERVIEW OF PACIFIC ODYSSEY; YOUR INVESTMENT OPTIONS -- Your Variable Investment Options;PACIFIC LIFE AND THE SEPARATE ACCOUNT -- Pacific Life, --Separate Account A; ADDITIONAL INFORMATION --Voting Rights 6. Deductions AN OVERVIEW OF PACIFIC ODYSSEY; HOW YOUR INVESTMENTS ARE ALLOCATED -- Transfers; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS -- Optional Withdrawal 7. General Description of Variable Annuity Contracts AN OVERVIEW OF PACIFIC ODYSSEY; PURCHASING YOUR CONTRACT -- How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS -- Choosing Your Annuity Option, -- Your Annuity Payments, -- Death Benefits; ADDITIONAL INFORMATION -- Voting Rights, -- Changes to Your Contract, Changes to ALL Contracts, --Inquiries and Submitting Forms and Requests, -- Timing of Payments and Transactions; TERMS USED IN THIS PROSPECTUS 8. Annuity Period RETIREMENT BENEFITS AND OTHER PAYOUTS 9. Death Benefit RETIREMENT BENEFITS AND OTHER PAYOUTS -- Death Benefits 10. Purchases and Contract Value AN OVERVIEW OF PACIFIC ODYSSEY; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT -- Pacific Life; THE GENERAL ACCOUNT -- Withdrawals and Transfers 11. Redemptions AN OVERVIEW OF PACIFIC ODYSSEY; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION -- Timing of Payments and Transactions; THE GENERAL ACCOUNT -- Withdrawals and Transfers 12. Taxes AN OVERVIEW OF PACIFIC ODYSSEY; CHARGES, FEES AND DEDUCTIONS-- Premium Taxes; WITHDRAWALS --Optional Withdrawals, -- Tax Consequences of Withdrawals; FEDERAL TAX STATUS 13. Legal Proceedings Not Applicable 14. Table of Contents of the Statement of Additional Information CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION PART B Item No. Statement of Additional Information Heading 15. Cover Page Cover Page 16. Table of Contents TABLE OF CONTENTS 17. General Information and History Not Applicable 18. Services Not Applicable 19. Purchase of Securities Being Offered THE CONTRACTS AND THE SEPARATE ACCOUNT -- Calculating Subaccount Unit Values, -- Systematic Transfer Programs 20. Underwriters DISTRIBUTION OF THE CONTRACTS -- Pacific Select Distributors, Inc. 21. Calculation of Performance Data PERFORMANCE 22. Annuity Payments THE CONTRACTS AND THE SEPARATE ACCOUNT --Variable Annuity Payment Amounts 23. Financial Statements FINANCIAL STATEMENTS PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement. Prospectus (Included in Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-4A, file No. 333-53040, Accession No. 0001017062-01-500230 filed on May 7, 2001, and incorporated by reference herein.) Statement of Additional Information (Included in Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-4A, file No. 333-53040, Accession No. 0001017062-01-500230 filed on May 7, 2001, and incorporated by reference herein.) Supplement dated December 29, 2001 to Prospectus dated July 2, 2001 for the Pacific Odyssey, 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 ODYSSEY is of the Prospectus: 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%/3/ /3/ 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 ODYSSEY-- is replaced: Pacific Select Fund Annual Expenses is The table below shows the advisory fee and Fund amended. expenses as an annual percentage of each Portfolio's 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 ODYSSEY-- the following: Examples is replaced. The following table shows the expenses you would pay on each $1,000 you invested if, at the end of each period, you: annuitized your Contract; surrendered your Contract and withdrew the Contract Value, or did not annuitize or surrender, but left the money in your Contract. These examples assume the following: . the Variable Investment Options have an annual return of 5%; . our current program to reimburse to Pacific Select Fund Portfolio expenses in excess of the 0.10% expense cap as described in Pacific Select Fund Annual Expenses will continue for at least 10 years. without any Rider reflects the expenses you would pay if you did not buy any of the following optional Riders: Stepped-Up Death Benefit Rider (SDBR), Premier Death Benefit Rider (PDBR), and Guaranteed Protection Advantage Rider, collectively referred to below as "Riders". Riders may be subject to availability. Ask your registered representative about their current status. with Riders reflects the maximum amount of expenses you would pay if you bought the optional combination of Riders whose cumulative expense totaled more than any other optional combination. These examples do not show past or future expenses. Your actual expenses in any year may be more or less than those shown here.
---------------------------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you Expenses if you surrender, but left annuitized surrendered the money in your your Contract ($) 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 14 45 77 169 14 45 77 169 14 45 77 169 with Riders 21 66 113 244 21 66 113 244 21 66 113 244 --------------------------------------------------------------------------------- Aggressive Growth without any Rider 15 46 80 174 15 46 80 174 15 46 80 174 with Riders 22 68 116 249 22 68 116 249 22 68 116 249 --------------------------------------------------------------------------------- Emerging Markets without any Rider 17 54 92 201 17 54 92 201 17 54 92 201 with Riders 24 75 128 274 24 75 128 274 24 75 128 274 --------------------------------------------------------------------------------- Diversified Research without any Rider 14 44 75 165 14 44 75 165 14 44 75 165 with Riders 21 65 112 241 21 65 112 241 21 65 112 241 --------------------------------------------------------------------------------- Small-Cap Equity without any Rider 11 35 60 133 11 35 60 133 11 35 60 133 with Riders 18 56 97 211 18 56 97 211 18 56 97 211 --------------------------------------------------------------------------------- International Large-Cap without any Rider 16 50 85 186 16 50 85 186 16 50 85 186 with Riders 23 71 122 260 23 71 122 260 23 71 122 260 --------------------------------------------------------------------------------- I-Net Tollkeeper without any Rider 19 60 103 223 19 60 103 223 19 60 103 223 with Riders 24 74 126 269 24 74 126 269 24 74 126 269 --------------------------------------------------------------------------------- Financial Services without any Rider 16 50 87 190 16 50 87 190 16 50 87 190 with Riders 23 72 123 263 23 72 123 263 23 72 123 263 --------------------------------------------------------------------------------- Health Sciences without any Rider 16 50 87 190 16 50 87 190 16 50 87 190 with Riders 23 72 123 263 23 72 123 263 23 72 123 263 --------------------------------------------------------------------------------- Technology without any Rider 16 50 86 188 16 50 86 188 16 50 86 188 with Riders 23 71 122 261 23 71 122 261 23 71 122 261 ---------------------------------------------------------------------------------
3
-------------------------------------------------------------------------------------------------------------------- Expenses if you did not annuitize or Expenses if you surrender, but left Expenses if you 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 -------------------------------------------------------------------------------------------------------------------- Telecommunications without any Rider 16 50 86 188 16 50 86 188 16 50 86 188 with Riders 23 71 122 261 23 71 122 261 23 71 122 261 -------------------------------------------------------------------------------------------------------------------- Multi-Strategy without any Rider 11 35 60 133 11 35 60 133 11 35 60 133 with Riders 18 56 97 211 18 56 97 211 18 56 97 211 -------------------------------------------------------------------------------------------------------------------- Large-Cap Core (formerly called Equity Income) without any Rider 11 35 60 133 11 35 60 133 11 35 60 133 with Riders 18 56 97 211 18 56 97 211 18 56 97 211 -------------------------------------------------------------------------------------------------------------------- Strategic Value without any Rider 15 46 79 173 15 46 79 173 15 46 79 173 with Riders 22 67 115 248 22 67 115 248 22 67 115 248 -------------------------------------------------------------------------------------------------------------------- Growth LT without any Rider 12 38 65 144 12 38 65 144 12 38 65 144 with Riders 19 59 102 221 19 59 102 221 19 59 102 221 -------------------------------------------------------------------------------------------------------------------- Focused 30 without any Rider 15 46 79 173 15 46 79 173 15 46 79 173 with Riders 22 67 115 248 22 67 115 248 22 67 115 248 -------------------------------------------------------------------------------------------------------------------- Mid-Cap Value without any Rider 13 41 70 154 13 41 70 154 13 41 70 154 with Riders 20 62 107 231 20 62 107 231 20 62 107 231 -------------------------------------------------------------------------------------------------------------------- International Value without any Rider 14 43 74 163 14 43 74 163 14 43 74 163 with Riders 21 65 111 239 21 65 111 239 21 65 111 239 -------------------------------------------------------------------------------------------------------------------- Capital Opportunities without any Rider 13 40 69 152 13 40 69 152 13 40 69 152 with Riders 20 62 106 228 20 62 106 228 20 62 106 228 -------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth without any Rider 14 43 74 163 14 43 74 163 14 43 74 163 with Riders 21 65 111 239 21 65 111 239 21 65 111 239 -------------------------------------------------------------------------------------------------------------------- Global Growth without any Rider 17 53 92 199 17 53 92 199 17 53 92 199 with Riders 24 75 128 273 24 75 128 273 24 75 128 273 -------------------------------------------------------------------------------------------------------------------- Equity Index without any Rider 7 22 38 86 7 22 38 86 7 22 38 86 with Riders 14 44 76 167 14 44 76 167 14 44 76 167 -------------------------------------------------------------------------------------------------------------------- Small-Cap Index without any Rider 10 32 55 122 10 32 55 122 10 32 55 122 with Riders 17 54 92 201 17 54 92 201 17 54 92 201 -------------------------------------------------------------------------------------------------------------------- REIT without any Rider 16 49 84 183 16 49 84 183 16 49 84 183 with Riders 23 70 120 257 23 70 120 257 23 70 120 257 -------------------------------------------------------------------------------------------------------------------- Inflation Managed (formerly called Government Securities) without any Rider 10 32 56 125 10 32 56 125 10 32 56 125 with Riders 18 54 93 203 18 54 93 203 18 54 93 203 -------------------------------------------------------------------------------------------------------------------- Managed Bond without any Rider 11 33 57 127 11 33 57 127 11 33 57 127 with Riders 18 55 94 205 18 55 94 205 18 55 94 205 -------------------------------------------------------------------------------------------------------------------- Money Market without any Rider 8 25 43 96 8 25 43 96 8 25 43 96 with Riders 15 47 81 177 15 47 81 177 15 47 81 177 -------------------------------------------------------------------------------------------------------------------- High Yield Bond without any Rider 11 33 58 128 11 33 58 128 11 33 58 128 with Riders 18 55 95 206 18 55 95 206 18 55 95 206 -------------------------------------------------------------------------------------------------------------------- Equity Income without any Rider 15 46 79 173 15 46 79 173 15 46 79 173 with Riders 25 77 131 279 25 77 131 279 25 77 131 279 -------------------------------------------------------------------------------------------------------------------- Research without any Rider 15 47 82 179 15 47 82 179 15 47 82 179 with Riders 25 78 133 284 25 78 133 284 25 78 133 284 --------------------------------------------------------------------------------------------------------------------
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 without any Rider 11 35 60 133 11 35 60 133 11 35 60 133 with Riders 18 56 97 211 18 56 97 211 18 56 97 211 --------------------------------------------------------------------------------- Aggressive Equity without any Rider 13 39 68 150 13 39 68 150 13 39 68 150 with Riders 20 61 105 226 20 61 105 226 20 61 105 226 --------------------------------------------------------------------------------- Large-Cap Value without any Rider 13 41 71 157 13 41 71 157 13 41 71 157 with Riders 20 63 108 233 20 63 108 233 20 63 108 233 ---------------------------------------------------------------------------------
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 PURCHASING YOUR CONTRACT section is amended by CONTRACT is adding the following: amended. 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 Contact 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; (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. 7 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 following sub-section is added to the FEDERAL TAX STATUS--Taxes STATUS--Taxes Payable by Contract Owners: General Rules Payable by Contract of the Prospectus: Owners: General Rules is amended. Taxes Payable on Optional Riders It is our understanding that the charges relating to any optional death benefit rider (SDBR, or PDBR) 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 have waived the restrictions that limits transfers amended. from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also have waived 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. as of the date of the Prospectus and continuing 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. Transfers from the Fixed Option under the DCA program are also subject to a minimum duration of six months. Form No. PODSUP102 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 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 ending December 31, 2000, included in Part B include the following for Pacific Life: Consolidated Statements of Financial Position Consolidated Statements of Operations and 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 Life Insurance Company (formerly Pacific Mutual Life Insurance Company) and Pacific Select Distributors, Inc. ("PSD") (formerly Pacific Equities Network)/1/ (b) Form of Selling Agreement between Pacific Life Insurance Company (formerly Pacific Mutual Life Insurance Company), PSD and Various Broker- Dealers/1/ 4. (a) Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-13200)/1/ (b) Qualified Pension Plan Rider (Form R90-Pen-V)/1/ (c) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-13300)/1/ (d) Form of Section 457 Plan Rider (Form R95-457)/1/ (e) Individual Retirement Annuity Rider (Form No. 20-13900)/1/ (f) Roth Individual Retirement Annuity Rider (Form R-RIRA 198)/1/ (g) Simple Individual Retirement Annuity Rider (Form No. 20-13400)/1/ (h) Stepped-Up Death Benefit Rider (Form No. 20-13500)/1/ (i) Premier Death Benefit Rider (Form No. 20-13600)/1/ (j) Form of Guaranteed Protection Advantage Rider (Form No. 20-16200) 5. (a) Application Form for Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 25-13200)/1/ (b) Form of Variable Annuity PAC APP/1/ (c) Form of Application/Confirmation Form/1/ (d) Form of Guaranteed Protection Advantage Rider Request form (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/2/ (b) Addendum to Fund Participation Agreement (to add Strategic Value and Focused 30 Portfolios)/2/ (c) Addendum to Fund Participation Agreement (to add nine new Portfolios)/2/ (d) Form of Addendum to 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/2/ 11. Not applicable 12. Not applicable 13. Performance Calculations/2/ 14. Not applicable 15. Powers of Attorney/1/ 16. Not applicable ______________________________ /1/ Included in Registrant's Registration Statement, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein. /2/ Included in Registrant's Form N-4/A, File No. 333-53040, Accession No. 0001017062-01-500230 filed on May 7, 2000, 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 Brian D. Klemens Vice President and Treasurer Edward R. Byrd Vice President and Controller 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 None Item 28. Indemnification (a) The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows: Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue or alleged untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post-effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD. PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. (b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers provides substantially as follows: Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise II-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 for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have. II-6 Item 29. Principal Underwriters (a) PSD (formerly Pacific Mutual Distributors, Inc.) 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 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. 1 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. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date Thomas C. Sutton* Director, Chairman of the Board October 25, 2001 and Chief Executive Officer Glenn S. Schafer* Director and President October 25, 2001 Khanh T. Tran* Director, Executive Vice October 25, 2001 President and Chief Financial Officer David R. Carmichael* Director, Senior Vice October 25, 2001 President and General Counsel Audrey L. Milfs* Director, Vice President and October 25, 2001 Corporate Secretary
Edward R. Byrd* Vice President and Controller October 25, 2001 Brian D. Klemens* Vice President and Treasurer October 25, 2001 Gerald W. Robinson* Executive Vice President October 25, 2001 *By: /s/ SHARON A. CHEEVER October 25, 2001 --------------------- Sharon A. Cheever as attorney-in-fact
(Powers Of Attorney are contained in the Registration Statement filed on December 29, 2000 on Form N-4 (File No. 333-53040, Accession No. 0001017062-00- 002612) for Separate Account A, as Exhibit 15.) EX-99.4(J) 3 dex994j.txt GUARANTEED PROTECTION ADVANTAGE RIDER EXHIBIT 4(J) [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 PROTECTION ADVANTAGE RIDER REQUEST DRAFT EXHIBIT 5(D) [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) 5 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