485BPOS

As filed with the Securities and Exchange Commission on December 28, 2018.

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	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 55	x

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 x

Amendment No. 614 (Check appropriate box or boxes)  x

SEPARATE ACCOUNT A
(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)

700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3943
(Depository’s Telephone Number, including Area Code)

Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

o immediately upon filing pursuant to paragraph (b) of Rule 485
x on December 28, 2018 pursuant to paragraph (b) of Rule 485
o 60 days after filing pursuant to paragraph (a)(1) of Rule 485
o on ________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in the Separate Account under Pacific Odyssey individual flexible premium deferred variable annuity contracts.

Filing Fee: None

Supplement dated December 28, 2018 to your variable annuity Prospectus dated May 1, 2018 for

the variable annuity contracts issued by Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in your Prospectus unless otherwise defined herein.  "We," "us," or "our" refer to Pacific Life Insurance Company; "you" or "your" refer to the Contract Owner.

This supplement must be preceded or accompanied by the applicable Prospectus for your Contract, as supplemented.

Effective February 19, 2019, the Enhanced Income Percentages for the Enhanced Income Select (Single) and (Joint) Riders will change. Prior to purchase, speak with your Financial Advisor or contact us directly at (800) 722-4448 for the Enhanced Income Select (Single) or (Joint) annual charge percentage that will be in effect February 19, 2019. If you purchased the Enhanced Income Select (Single) or (Joint) Rider and your Rider Effective Date is before February 19, 2019, your Enhanced Income Percentages will not change.

The Enhanced Income Percentages starting February 19, 2019, are as follows:

Enhanced Income Select (Single)

Age*	Enhanced Income Percentage when Contract Value is greater than zero	Guaranteed Lifetime Income Percentage when Contract Value equals zero
Before 59½	0%	0%
59½ to 64	5.60%	3.00%
65 to 69	7.60%
70 to 74	8.00%
75 to 79	8.00%
80 and older	8.00%

* The Enhanced Income Percentage is determined by the age of the Designated Life at the time of the first withdrawal on or after age 59½ or the first withdrawal after an Automatic or Owner-Elected Reset occurred.

Enhanced Income Select (Joint)

Age*	Enhanced Income Percentage when Contract Value is greater than zero	Guaranteed Lifetime Income Percentage when Contract Value equals zero
Before 59½	0.00%	0%
59½ to 64	5.10%	3.00%
65 to 69	7.10%
70 to 74	7.50%
75 to 79	7.50%
80 and older	7.50%

* The Enhanced Income Percentage is determined by the age of the youngest Designated Life at the time of the first withdrawal on or after age 59½ or the first withdrawal after an Automatic or Owner-Elected Reset occurred.

Starting February 19, 2019, any withdrawal benefit rider exchange into the Enhanced Income Select (Single) or (Joint) Rider will have the new Enhanced Income Percentages referenced above. Existing owners of the Enhanced Income Select (Single) or (Joint) Rider may also exchange into the Enhanced Income Select (Single) or (Joint) Rider with the new Enhanced Income Percentages referenced above. If you elect an exchange, you will be subject to the charge and the terms and conditions for the new Rider in effect at the time of the exchange. See the OPTIONAL LIVING BENEFIT RIDERS – General Information – Withdrawal Benefit Rider Exchanges section in the Prospectus for additional information on rider exchanges. Work with your financial advisor prior to electing an exchange.

Form No. VASUP1218

Prospectus

(Included in Registrant’s Form N-4, File No. 333-53040 Accession No. 0001104659-18-024167 filed on April 16, 2018, and incorporated by reference herein.)

SAI

(Included in Registrant’s Form N-4, File No. 333-53040 Accession No. 0001104659-18-024167 filed on April 16, 2018, and incorporated by reference herein.)

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, 2017 and for each of the periods presented which are incorporated by reference from the 2017 Annual Report include the following for Separate Account A:
			Statements of Assets and Liabilities Statements of Operations Statements of Changes in Net Assets Notes to Financial Statements Report of Independent Registered Public Accounting Firm
(2) Depositor’s Financial Statements
		Audited Consolidated Financial Statements dated as of December 31, 2017 and 2016, and for each of the three years in the period ended December 31, 2017, 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; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-0002612 filed on December 29, 2001 and incorporated by reference herein.
	(b)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
2.	Not applicable
3.	(a)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD); Included in Registrant’s Form N-4, File No. 333-60833,

		Accession No. 0000950123-11-061492 filed on June 24, 2011, and incorporated by reference herein.
	(b)	Form of Selling Agreement between Pacific Life, PSD and Various Broker-Dealers; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006 and incorporated by reference herein.
	(c)	Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, LLC (PSD) (Amended and Restated); included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
4.	(a)	(1)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-13200); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
		(2)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-17800); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-03-014157 filed on June 27, 2003 and incorporated by reference herein.
	(b)	Qualified Pension Plan Rider (Form No. R90-Pen-V); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
	(c)	(1)	403(b) Tax-Sheltered Annuity Rider; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-000784 filed on April 30, 2002 and incorporated by reference herein.
		(2)	403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
		(3)	403(b) Tax-Sheltered Annuity Rider (Form No. ICC12:20-1270); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
	(d)	(1)	Section 457 Plan Rider (Form No. R95-457); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
		(2)	Section 457 Plan Rider (Form No. ICC12:20-1271); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
	(e)	(1)	Individual Retirement Annuity Rider (Form No. 20-18900); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002 and incorporated by reference herein
		(2)	Individual Retirement Annuity Rider (Form No. ICC12:20-1266); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
	(f)	(1)	Roth Individual Retirement Annuity Rider (Form No. 20-19000); Included in Registrant’s Form

		N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002 and incorporated by reference herein.
	(2)	Roth Individual Retirement Annuity Rider (Form No. ICC12:20-1267); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
(g)	(1)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002 and incorporated by reference herein.
	(2)	SIMPLE Individual Retirement Annuity Rider (Form No. ICC12:20-1268); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
(h)	(1)	Qualified Retirement Plan Rider; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-000784 filed on April 30, 2002 and incorporated by reference herein.
	(2)	Qualified Retirement Plan Rider (Form No. ICC12:20-1269); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-13-000799 filed on February 5, 2013 and incorporated by reference herein.
(i)	Stepped-Up Death Benefit Rider (Form No. 20-13500); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
(j)	(1)	Premier Death Benefit Rider (Form No. 20-13600); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
	(2)		Premier Death Benefit Rider (Form No. 20-18000); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-02-002152 filed on December 19, 2002 and incorporated by reference herein.
(k)	Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000898430-01-503122 filed on October 25, 2001 and incorporated by reference herein.
(l)	Guaranteed Protection Advantage 5 Rider (Form No. 20-19500); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-03-000461 filed on March 18, 2003 and incorporated by reference herein.
(m)	(1)	Income Access Rider (Form No. 20-19808); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-03-000461 filed on March 18, 2003 and incorporated by reference herein.
	(2)	Income Access Rider (Form No. 20-1104); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-04-031234 filed on February 27, 2004 and incorporated by reference herein.
	(3)	Income Access Endorsement (Form No. 15-1122); Included in Registrant’s Form N-4, File No.

		333-53040, Accession No. 0000892569-05-000438 filed on June 15, 2005 and incorporated by reference herein.
	(4)	Excess Withdrawal Endorsement (Form No. 15-1152C); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(n)	(1)	DCA Plus Fixed Option Rider (Form No. 20-1103); Included in Registrant’s Form N-4, File No. 333- 53040, Accession No. 0001193125-03-043302 filed on August 28, 2003 and incorporated by reference herein.
	(2)	DCA Plus Fixed Option Rider (Form No. ICC 11:20-1219); Included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.
(o)	Guaranteed Income Advantage II Rider (Form No. 20-1109); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-04-031234 filed on February 27, 2004 and incorporated by reference herein.
(p)	Guaranteed Income Advantage 5 Rider (Form No. 20-1102); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-04-031234 filed on February 27, 2004 and incorporated by reference herein.
(q)	Guaranteed Income Annuity Rider (Form No. 20-1118); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-04-000884 filed on October 15, 2004 and incorporated by reference herein.
(r)	(1)	Guaranteed Withdrawal Benefit Rider (Form No. 20-1119); also known as Income Access Plus Rider; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-04-000884 filed on October 15, 2004 and incorporated by reference herein.
	(2)	Guaranteed Withdrawal Benefit Endorsement (Form No. 15-1123); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-05-000438 filed on June 15, 2005 and incorporated by reference herein.
	(3)	Excess Withdrawal Endorsement (Form No. 15-1152E); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001263 filed on September 11, 2008 and incorporated by reference herein.
(s)	(1)	Enhanced Guaranteed Withdrawal Benefit Rider (Form No. 20-1120); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-05-000567 filed on August 2, 2005 and incorporated by reference herein.
	(2)	Excess Withdrawal Endorsement (Form No. 15-1152A); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001263 filed on September 11, 2008 and incorporated by reference herein.
(t)	(1)	5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-001249 filed on October 19, 2006 and incorporated by reference herein.
	(2)	Excess Withdrawal Endorsement (Form No. 15-1152); Included in Registrant’s Form N-4, File

		No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(u)	(1)	Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-07-000440 filed on April 16, 2007 and incorporated by reference herein.
	(2)	Excess Withdrawal Endorsement (Form No. 15-1152B); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(v)	Guaranteed Protection Advantage 3 Rider (Form No. 20-1145); Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007 and incorporated by reference herein.
(w)	(1)	Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146); Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007 and incorporated by reference herein.
	(2)	Excess Withdrawal Endorsement (Form No. 15-1152); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(x)	Guaranteed Withdrawal Benefit III Rider (Form No. 20- 1153); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(y)	Guaranteed Withdrawal Benefit Rider (Form No. 20-1154); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(z)	Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(aa)	Core Withdrawal Benefit Rider (Form No. 20-1162); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-09-000061 filed on February 9, 2009 and incorporated by reference herein.
(bb)	Guaranteed Withdrawal Benefit IV Rider (Form No. 20-1176); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000950123-09-050719 filed on October 16, 2009 and incorporated by reference herein.
(cc)	Core Withdrawal Benefit Rider II (Form No. 20-1178); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
(dd)	Guaranteed Withdrawal Benefit V Rider — Single Life (Form No. ICC 10:20-1194); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-115912 filed on December 23, 2010, and incorporated by reference herein.
(ee)	Guaranteed Withdrawal Benefit V Rider — Joint Life (Form No. ICC 10:20-1195); Included in

		Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-115912 filed on December 23, 2010, and incorporated by reference herein.
	(ff)	Guaranteed Withdrawal Benefit VII Rider — Single Life (Form No. ICC 11:20-1204); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
	(gg)	Guaranteed Withdrawal Benefit VII Rider — Joint Life (Form No. ICC 11:20-1205); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
	(hh)	Guaranteed Withdrawal Benefit XII Rider-Single Life (Form No. ICC12:20-1256); included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein.
	(ii)	Guaranteed Withdrawal Benefit XII Rider-Joint Life (Form No. ICC12:20-1257); included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein.
	(jj)	Guaranteed Withdrawal Benefit X Rider-Single Life (Form No. ICC12:20-1258); included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0000950123-13-002336 filed on April 18, 2013 and incorporated by reference herein.
	(kk)	Guaranteed Withdrawal Benefit X Rider-Joint Life (Form No. ICC12:20-1259); included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0000950123-13-002336 filed on April 18, 2013 and incorporated by reference herein.
	(ll)	Guaranteed Withdrawal Benefit XIII Rider (Form No. ICC12:20-1263); included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein.
	(mm)	Guaranteed Minimum Accumulation Benefit Rider (Form No. ICC12:20-1254); included in Registration Statement on Form N-4, File No. 333-185326, Accession No. 0000950123-12-013639 filed on December 7, 2012 and incorporated by reference herein.
	(nn)	Guaranteed Withdrawal Benefit XV Rider — Single Life (Form No. ICC12:20-1501); Included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0001193125-16-460226 filed on February 12, 2016 and incorporated by reference herein.
	(oo)	Guaranteed Withdrawal Benefit XV Rider — Joint Life (Form No. ICC12:20-1502); Included in Registration Statement on Form N-4, File No. 333-53040, Accession No. 0001193125-16-460226 filed on February 12, 2016 and incorporated by reference herein.
5.	(a)	(1)	Application Form for Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 25-13200); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
		(2)	Application Form for Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 25-17810); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-03-014157 filed on June 27, 2003 and incorporated by reference herein.
		(3)	Application Form for Individual Flexible Premium Deferred Variable Annuity Contract (Form

			No. 25-17850); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006 and incorporated by reference herein.
	(b)	Variable Annuity PAC APP; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
	(c)	Application/Confirmation Form; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
6.	(a)	Pacific Life’s Articles of Incorporation; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
	(b)	By-laws of Pacific Life; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
	(c)	Pacific Life’s Restated Articles of Incorporation; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006 and incorporated by reference herein.
	(d)	By-laws of Pacific Life As Amended September 1, 2005; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-06-000524 filed on April 17, 2006 and incorporated by reference herein.
7.	(a)	Form of Reinsurance Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-000616 filed on April 21, 2008 and incorporated by reference herein.
	(b)	Reinsurance Agreement with Union Hamilton; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
8.	(a)	Pacific Select Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-01-500230 filed on May 7, 2000 and incorporated by reference herein.
	(b)	Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select Distributors, Inc., American Funds Insurance Series, American Funds Distributors, and Capital Research and Management Company; Included in Registrant’s Form N-4, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253 filed on April 19, 2005 and incorporated by reference herein.
	(c)	Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
	(d)	Form of BlackRock Variable Series Fund, Inc. (formerly called Merrill Lynch Variable Series Fund, Inc.) Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
		(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-13-399302 filed on October 15, 2013, and incorporated by reference herein.

	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-13-399302 filed on October 15, 2013, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(4)	Fourth Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-13-399302 filed on October 15, 2013, and incorporated by reference herein.
	(5)	Fifth Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
(e)	Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(2)	Addendum to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
	(3)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(4)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
	(5)	Fourth Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(f)	Form of AllianceBernstein Investments, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
(g)	Form of BlackRock Distributors, Inc. (formerly called FAM Distributors, Inc.) Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
	(1)	First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.

	(2)	Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
	(3)	Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
	(4)	Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(h)	Form of Franklin Templeton Services, LLC Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008 and incorporated by reference herein.
	(1)	First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(2)	Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
	(3)	Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
	(4)	Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
	(5)	Fifth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(i)	Form of AIM Variable Insurance Funds Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
(j)	Form of Invesco Aim Distributors, Inc. Distribution Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
	(1)	First Amendment to Distribution Services Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.

(k)	Form of Invesco Aim Advisors, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
(l)	Form of GE Investments Funds, Inc. Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
(m)	Form of GE Investment Distributors, Inc. Distribution and Services Agreement (Amended and Restated); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
(n)	Form of Van Kampen Life Investment Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
(o)	Form of Van Kampen Funds, Inc. Shareholder Service Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
(p)	Form of Van Kampen Asset Management Administrative Services Letter Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000892569-08-001552 filed on December 4, 2008 and incorporated by reference herein.
(q)	Form of GE Investments Funds, Inc. Investor Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(1)	First Amendment to Investor Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(2)	Second Amendment to Investor Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.
(r)	Form of PIMCO Variable Insurance Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.

	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
(s)	Form of Allianz Global Investors Distributors LLC Selling Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(1)	First Amendment to Selling Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(t)	Form of PIMCO LLC Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-10-035831 filed on April 19, 2010 and incorporated by reference herein.
	(1)	First Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
	(2)	Second Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(3)	Third Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-18-024167 filed on April 16, 2018, and incorporated by reference herein.
(u)	Form of MFS Variable Insurance Trust Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-11-036372 filed on April 18, 2011, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(v)	(1)	Form of MFS Variable Insurance Trust Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.

	(2)	Form of MFS Variable Insurance Trust Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
	(3)	Form of MFS Variable Insurance Trust Administrative Services Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(w)	Participation Agreement with Fidelity Variable Insurance Products (Variable Insurance Products Funds, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Funds V); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
(x)	Service Contract with Fidelity Distributors Corporation; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(1)	Amendment to Service Contract; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
(y)	Participation Agreement with First Trust Variable Insurance Trust; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(z)	Administrative Services Agreement with First Trust Variable Insurance Trust; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(1)	First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(2)	Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed on August 15, 2014, and incorporated by reference herein.

	(3)	Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(aa)	Support Agreement with First Trust Advisors L.P.; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0000950123-12-006355 filed on April 23, 2012, and incorporated by reference herein.
	(1)	First Amendment to Support Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(2)	Second Amendment to Support Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(bb)	Form of American Century Investment Services, Inc. Participation Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012.
(cc)	Form of American Century Investment Services, Inc. Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-150092, Accession Number 000950123-12-006370 filed on April 23, 2012.
	(1)	First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
(dd)	Participation Agreement with Janus Aspen Series; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(ee)	Distribution and Shareholder Service Agreement with Janus Capital Management LLC; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.
	(1)	First Amendment to Distribution and Shareholder Service Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(ff)	Administrative Services Agreement with Janus Distributors LLC; Included in Registrant’s Form N-6, File No. 333-118913, Accession Number 000892569-07-000444 filed on April 16, 2007.
(gg)	Form of Lord Abbett Series Fund, Inc. Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and

	incorporated by reference herein.
(hh)	Form of Lord Abbett Series Fund, Inc. Service Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein.
(ii)	Form of Lord Abbett Series Fund, Inc. Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, and incorporated by reference herein
(jj)	Form of Lord Abbett Series Fund, Inc. Support Payment Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
	(1)	First Amendment to Support Payment Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
(kk)	Participation Agreement with Van Eck Worldwide Insurance Trust; Included in Registrant’s Form N-6, File No. 033-21754, Accession No. 0000892569-05-000254 filed on April 19, 2005, and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
(ll)	Service Agreement with Van Eck Securities Corporation; Included in Registrant’s Form N-6, File No. 333- 118913, Accession No. 0000892569-05-000054 filed on February 10, 2005, and incorporated by reference herein.
	(1)	First Amendment to Service Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-12-502920, filed on December 14, 2012, and incorporated by reference herein.
(mm)	Fund Participation and Service Agreement with American Funds; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-13-399302 filed on October 15, 2013, and incorporated by reference herein.
	(1)	First Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(2)	Second Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
	(3)	Third Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(nn)	Business Agreement with American Funds; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-13-399302 filed on October 15, 2013, and incorporated by reference

	herein.
(oo)	Participation Agreement with Ivy Funds Variable Insurance Portfolios; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-14-142382 filed on April 14, 2014, and incorporated by reference herein.
	(1)	First Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement
(pp)	Exhibit B to the Pacific Select Fund Participation Agreement; Included in Registrant’s Form number N-4, File No. 333-160772, Accession No. 000193125-14-310473 filed August 15, 2014, and incorporated by reference herein.
(qq)	Distribution Fee Agreement with JPMorgan Insurance Trust; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(rr)	Fund Participation Agreement with JPMorgan Insurance Trust (formerly called One Group Investments Trust); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein
	(1)	First Amendment to Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
(ss)	Supplemental Payment Agreement with JPMorgan Insurance Trust (formerly called One Group Investments Trust); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
	(1)	First Amendment to the Supplemental Payment Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
	(2)	Second Amendment to the Supplemental Payment Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.
	(3)	Third Amendment to Supplemental Payment Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(tt)	Distribution and Marketing Support Agreement (Amended and Restated) with BlackRock Variable Series Fund, Inc.; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-127157 filed on April 13, 2015 and incorporated by reference herein.

(uu)	Participation Agreement with Legg Mason Partners III; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(vv)	Service Agreement with Legg Mason Investor Services, LLC; Filed as part of Post-Effective Amendment No. 9 to the Registration Statement on Form N-6 via EDGAR on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444.
	(1)	First Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(2)	Second Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(3)	Third Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed August 27, 2015, and incorporated by reference herein.
(ww)	Participation Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 15, 2013, File No. 333-172851, Accession Number 0000950123-13-002255.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed August 27, 2015, and incorporated by reference herein.
(xx)	Administrative Services Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 via EDGAR on April 15, 2013, File No. 333-172851, Accession Number 0000950123-13-002255.
(yy)	Distribution and Administrative Services Agreement (Amended and Restated) with Neuberger Berman; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-304332 filed August 27, 2015, and incorporated by reference herein.
(zz)	Revenue Sharing Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969.
(aaa)	Participation Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6

	via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969.
	(1)	First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-172851, Accession No. 0001193125-15-132710 filed April 16, 2015, and incorporated by reference herein.
	(2)	Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
	(3)	Third Amendment to Participation Agreement; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(bbb)	Revenue Sharing Agreement with Oppenheimer (Amended and Restated); Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001193125-15-346483 filed on October 19, 2015 and incorporated by reference herein.
(ccc)	Distribution Sub-Agreement with BlackRock Variable Series Fund, Inc.; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(ddd)	Administrative Services Agreement with Invesco Advisors, Inc.; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(eee)	Financial Support Agreement with Invesco Distributors, Inc.; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(fff)	Distribution and/or Service (12b-1) Fee Agreement with Legg Mason Investor Services, LLC; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.
(ggg)	Selling Agreement with PIMCO Variable Insurance Trust
(hhh)	Service Agreement with PIMCO Variable Insurance Trust

9.	Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered; Included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001017062-00-002612 filed on December 29, 2001 and incorporated by reference herein.
10.	Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-18-024167 filed on April 16, 2018 and incorporated by reference herein.
11.	Not applicable
12.	Not applicable

13. Powers of Attorney; included in Registrant’s Form N-4, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, and incorporated by reference herein.

Item 25. Directors and Officers of Pacific Life

Name and Address	Positions and Offices with Pacific Life
James T. Morris	Director, Chairman, President and Chief Executive Officer
Adrian S. Griggs	Director, Executive Vice President and Chief Operating Officer
Darryl D. Button	Director, Executive Vice President and Chief Financial Officer
Sharon A. Cheever	Director, Senior Vice President and General Counsel
Dewey P. Bushaw	Executive Vice President
Edward R. Byrd	Senior Vice President and Chief Accounting Officer
Jane M. Guon	Vice President and Secretary
Joseph W. Krum	Vice President and Treasurer

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

700 Newport Center Drive Newport Beach, California 92660

Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A.

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

Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES

LEGAL STRUCTURE

					Jurisdiction of Incorporation or Organization	Percentage of Ownership by its Immediate Parent
Pacific Mutual Holding Company					Nebraska
	Pacific LifeCorp				Delaware	100
	Pacific Life Insurance Company				Nebraska	100
		Pacific Life & Annuity Company			Arizona	100
		Pacific Life Purchasing LLC			Delaware	100
		Pacific Select Distributors, LLC			Delaware	100
		Pacific Asset Holding LLC			Delaware	100
			Pacific TriGuard Partners LLC		Delaware	100
			Grayhawk Golf Holdings, LLC		Delaware	95
				Grayhawk Golf L.L.C.	Arizona	100
			Las Vegas Golf I, LLC		Delaware	100
				Angel Park Golf, LLC	Nevada	100
			PL/KBS Fund Member, LLC		Delaware	100
				KBS/PL Properties, L.P. #	Delaware	100
			Wildflower Member, LLC		Delaware	100
				Epoch-Wildflower, LLC	Florida	99
			Glenoaks Golf Club, LLC		Delaware	100
			Polo Fields Golf Club, LLC		Delaware	100
			PL Regatta Member, LLC		Delaware	100
				Regatta Apartments Investors, LLC	Delaware	90
			Pacific Asset Loan LLC		Delaware	100
			PL Vintage Park Member, LLC		Delaware	100
				Vintage Park Apartments GP, LLC	Delaware	90
			PL Broadstone Avena Member, LLC		Delaware	100
				Broadstone Avena Investors, LLC	Delaware	90
			GW Member LLC		Delaware	100

		GW Apartments LLC	Delaware	90
	PL Sierra Member, LLC		Delaware	100
		Sierra at Fall Creek Apartments Investors, LLC	Delaware	90
	PL TOR Member LLC		Delaware	100
		2803 Riverside Apartment Investors, LLC	Delaware	90
	PL Denver Member, LLC		Delaware	100
		1776 Curtis, LLC	Delaware	70
	PL Timberlake Member, LLC		Delaware	100
		80 South Gibson Road Apartment Investors, LLC	Delaware	90
	PL Van Buren Member, LLC		Delaware	100
		1035 Van Buren Holdings, L.L.C.	Delaware	43
	PL Lakemont Member, LLC		Delaware	100
		Overlook at Lakemont Venture LLC	Delaware	88
	PL Teravista Member, LLC		Delaware	100
		401 Teravista Apartment Investors, LLC	Delaware	90
	700 Main Street LLC		Delaware	100
	PL Brier Creek Member, LLC		Delaware	100
		Brier Creek Investors JV LLC	Delaware	90
	PL One Jefferson Member, LLC		Delaware	100
		One Jefferson Venture LLC	Delaware	90
	PL Savannah Member, LLC		Delaware	100
		Savannah at Park Place Apartments LLC	Delaware	90
	PL Redland Member, LLC		Delaware	100
		Redland Road Apartment Investors, LLC	Delaware	100
	PL Spectrum Member, LLC		Delaware	100
		9242 West Russell Road Apartment Investors, LLC	Delaware	90
	PL Mortgage Fund, LLC		Delaware	100
	PL Andate Member, LLC		Delaware	100
	Andante Venture LLC		Delaware	90
	PL Beardslee Member, LLC		Delaware	100
		Village at Beardslee Investor, LLC#	Delaware	90
	PL Monterone Member, LLC		Delaware	100
		Monterone Apartment Investor, LLC	Delaware	90
	PL Reno Member, LLC		Delaware	100
		NPLC BV Manager LLC#	Delaware	81
	PL Wabash Member, LLC		Delaware	100
		THC 1333 S. Wabash LLC	Delaware	90
	PL Alara Member, LLC		Delaware	100
		Greenwood Village Apartment Investors, LLC	Delaware	90
	PL Kierland Member, LLC		Delaware	100
	T&L Apartment Investor, LLC		Delaware	90
	PL Wardman Member, LLC		Delaware	100
	Wardman Hotel Owner, L.L.C.		Delaware	66.6668
	PL Peoria Member, LLC		Delaware	100
	205 Peoria Street Owner, LLC		Delaware	90
	PL Elk Meadows Member, LLC #		Delaware	100
	PL Stonebriar Member, LLC #		Delaware	100
	PL Deer Run Member, LLC #		Delaware	100
	PL Tessera Member, LLC #		Delaware	100
	PL Elevation Owner, LLC		Delaware	100
	PL Vantage Member, LLC #		Delaware	100
	PL Fairfax Gateway Member, LLC #		Delaware	100
Confederation Life Insurance and Annuity Company			Georgia	100
Pacific Global Asset Management LLC (Formerly known as Pacific Asset Advisors LLC)			Delaware	100
	Cadence Capital Management LLC		Delaware	100
		Cadence Global Equity GP LLC#	Delaware	100
		Pacific Asset Management LLC	Delaware	100
		Pacific Global Advisors LLC	Delaware	100
	Pacific Private Fund Advisors LLC		Delaware	100
		Pacific Absolute Return Strategies GP LLC #	Delaware	100

		Pacific Private Equity I GP LLC #	Delaware	100
		Pacific Multi-Strategy GP LLC #	Delaware	100
		Pacific Private Credit II GP LLC #	Delaware	100
		Pacific Private Equity Opportunities II GP LLC #	Delaware	100
		Pacific Private Credit III GP LLC #	Delaware	100
		Pacific Private Equity Opportunities III GP LLC #	Delaware	100
		Pacific Private Credit IV GP LLC	Delaware	100
		Pacific Private Equity Opportunities IV GP LLC	Delaware	100
		Pacific Co-Invest Opportunities I GP LLC	Delaware	100
Pacific Life Fund Advisors LLC			Delaware	100
	PAM Bank Loan GP LLC #		Delaware	100
	PAM CLO Opportunities GP LLC #		Delaware	100
	PAM Trade Receivable GP LLC #		Delaware	100
Pacific Alliance Reinsurance Company of Vermont			Vermont	100
Pacific Services Canada Limited			Canada	100
Pacific Life Reinsurance Company II Limited			Barbados	100
Pacific Baleine Reinsurance Company			Vermont	100
Pacific Private Equity Incentive Allocation LLC			Delaware	100
Swell Investing Holding LLC			Delaware	100
Swell Investing LLC			Delaware	100
Pacific Life Aviation Holdings LLC			Delaware	100
	Aviation Capital Group Holdings, Inc. (Pacific Life Aviation Holdings LLC holds 99.9999% ownership interest of this entity.)		Delaware	99.9999
	Aviation Capital Group LLC (Pacific Life Aviation Holdings LLC holds 79% ownership interest of this entity.)		Delaware	79
	Aviation Capital Group LLC (Aviation Capital Group Holdings, Inc. is the Managing Member of this entity and holds 1% ownership interest as such.)		Delaware	1
		ACG Acquisition 4063 LLC	Delaware	100
		ACG Acquisition 4084 LLC	Delaware	100
		ACG Aircraft Leasing Ireland Limited	Ireland	100
		ACG International Ltd.	Bermuda	100
		ACG Acquisition Ireland V Ltd.	Ireland	100
		ACG Acquisition 4658 LLC	Delaware	100
		ACG Acquisition 4913 LLC	Delaware	100
		ACG Acquisition 4941 LLC	Delaware	100
		ACG Acquisition 4942 LLC	Delaware	100
		ACG Acquisition 4891 LLC	Delaware	100
		ACG Acquisition 5038 LLC	Delaware	100
		ACG Acquisition 5063 LLC	Delaware	100
		ACG Acquisition 5136 LLC	Delaware	100
		ACG Acquisition 38105 LLC	Delaware	100
		ACG Acquisition 6584 LLC	Delaware	100
		ACG Acquisition 5096 LLC	Delaware	100
		ACG Acquisition 5193 LLC	Delaware	100
		ACG Acquisition 5278 LLC	Delaware	100
		ACG Acquisition 5299 LLC	Delaware	100
		ACG Acquisition 6342 LLC	Delaware	100
		ACG Acquisition 6734 LLC	Delaware	100
		ACG Acquisition 38038 LLC	Delaware	100
		ACG Acquisition 39388 LLC	Delaware	100
		ACG Acquisition 39389 LLC	Delaware	100
		ACG Acquisition 39891 LLC	Delaware	100
		ACG Acquisition 40547 LLC	Delaware	100
		ACG ECA Ireland Limited	Ireland	100
		ACG Bermuda Leasing Limited	Bermuda	100
		ACG Acquisition BR 2012-10A LLC	Delaware	100
		ACG Acquisition BR 2012-10B LLC	Delaware	100
		ACG Acquisition BR 2012-11 LLC	Delaware	100
		ACG Acquisition 2688 LLC	Delaware	100
		ACG Acquisition 30744 LLC (Aviation Capital Group LLC is the beneficiary of the owner Trust and is the indirect owner of this entity.)	Delaware	100
		ACG Acquisition 38881 LLC	Delaware	100

		ACG Acquisition 5527 LLC				Delaware	100
		ACG Acquisition 5716 LLC				Delaware	100
		ACG Acquisition 40544 LLC				Delaware	100
		ACG Acquisition 299496 LLC				Delaware	100
		ACG Acquisition 5754 LLC				Delaware	100
		ACG Acquisition 5841 LLC				Delaware	100
		San Miguel Leasing Cayman Limited				Cayman Islands	100
		ACG Acquisitions Sweden AB				Sweden	100
		ACG Acquisition 6457 LLC				Delaware	100
		ACG Acquisition 6498 LLC				Delaware	100
		ACG Trust 2004 -1 Holding LLC				Delaware	100
			ACG Funding Trust 2004-1			Delaware	100
		ACG Trust II Holding LLC				Delaware	100
			Aviation Capital Group Trust II			Delaware	100
				ACG Acquisition XXV LLC		Delaware	100
					ACG Acquisition Ireland II Limited	Ireland	100
					ACG Acquisition (Bermuda) II Ltd.	Bermuda	100
		Boullioun Aviation Services LLC				Delaware	100
			Boullioun Aircraft Holding Company LLC			Delaware	100
				Boullioun Portfolio Finance III LLC		Nevada	100
		ACG III Holding LLC				Delaware	100
			ACG Trust III			Delaware	100
				RAIN I LLC		Delaware	100
				RAIN II LLC		Delaware	100
				RAIN IV LLC		Delaware	100
				RAIN VI LLC		Delaware	100
				RAIN VII LLC		Delaware	100
				RAIN VIII LLC		Delaware	100
				ACG Acquisition 1176 LLC		Delaware	100
				Rainier Aircraft Leasing (Ireland) Limited		Ireland	100
				ACG Acquisition (Bermuda) III Ltd.		Bermuda	100
		ACG 2006-ECA LLC				Delaware	100
			ACG ECA-2006 Ireland Limited			Ireland	100
		Aviation Capital Group Singapore Pte. Ltd.				Singapore	100
			ACG Acquisition 2004-1 Ireland Limited			Ireland	100
			ACG 2004-1 Bermuda Limited			Bermuda	100
			ACG Acquisition 31 LLC			Delaware	100
			ACG Acquisition 37 LLC			Delaware	100
			ACG Acquisition 38 LLC			Delaware	100
			Bellevue Coastal Leasing LLC			Washington	100
			ACG Capital Partners Singapore Pte. Ltd.			Singapore	100
				ACGCPS 2011 Pte. Ltd.		Singapore	100
					ACG Capital Partners Bermuda Limited	Bermuda	100
					ACG Capital Partners Ireland Limited	Ireland	100
				ACG Capital Partners LLC		Delaware	100
		ACG France 6280 S.A.S.				France	100
		ACG France 7392 S.A.S.				France	100
		ACG France 7421 S.A.S.				France	100
		ACG France 8082 S.A.S.				France	100
		ACG France 8354 S.A.S.				France	100
		ACG France 35722 S.A.S.				France	100
		ACG France 35723 S.A.S.				France	100
		ACG Trust 2009-1 Holding LLC				Delaware	100
			ACG Funding Trust 2009-1			Delaware	100
				ACG Acquisition 29677 LLC		Delaware	100
		Bauhinia Aviation Management Limited				Cayman Islands	50
Pacific Life & Annuity Services, Inc.						Colorado	100
Bella Sera Holdings, LLC						Delaware	100
Pacific Life Re Holdings LLC						Delaware	100
	Pacific Life Re (Australia) Pty Limited					Australia	100
	Pacific Life Re Holdings Limited					England	100

	Pacific Life Re Services Limited			England	100
		Pacific Life Re Limited		England	100
		UnderwriteMe Limited		England	100
			UnderwriteMe Technology Solutions Limited	England	100
			UnderwriteMe Australia Pty Limited	Australia	100
Pacific Life Reinsurance (Barbados) Ltd.				Barbados	100
Pacific Annuity Reinsurance Company				Arizona	100

___________________________________

# = Abbreviated structure

Item 27. Number of Contractholders

Pacific Odyssey—Approximately	549	Qualified
	2,026	Non-Qualified

Item 28. Indemnification

(a) The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, LLC (PSD) provides substantially as follows:

Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.

PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad

faith, negligence, willful misconduct or wrongful act.

(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, LLC (PSD) and Various Broker-Dealers and

Agency (Selling Entities) provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.

Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of

any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or persons controlling Pacific Life pursuant to the foregoing provisions, Pacific Life has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters

(a)	PSD also acts as principal underwriter for Pacific Life Insurance Company, on its own behalf and on behalf of its Separate Account I, Separate Account A, Separate Account B, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Pacific Select Exec Separate Account, Pacific COLI Separate Account, Pacific COLI Separate Account II, Pacific COLI Separate Account III, Pacific COLI Separate Account IV, Pacific COLI Separate Account V, Pacific COLI Separate Account VI, Pacific COLI Separate Account X, Pacific COLI Separate Account XI, Pacific Select Separate Account, and Pacific Life & Annuity Company, on its own behalf and on behalf of its Separate Account A, Pacific Select Exec Separate Account, and Separate Account I.
(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.

Additional Representations

(a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.

(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)- (d) of the Rule have been complied with.

(c) REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Annuity Contract (“Contract”) described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 55 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 28^th day of December, 2018.

SEPARATE ACCOUNT A
(Registrant)
By:	PACIFIC LIFE INSURANCE COMPANY
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President
By:	PACIFIC LIFE INSURANCE COMPANY
	(Depositor)
By:
	James T. Morris*
	Director, Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 55 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, Chief Executive Officer and President	December 28, 2018
James T. Morris*
		Director, Executive Vice President and Chief Operating Officer	December 28, 2018
Adrian S. Griggs*
		Director, Executive Vice President and Chief Financial Officer	December 28, 2018
Darryl D. Button*
		Director, Senior Vice President and General Counsel	December 28, 2018
Sharon A. Cheever*
		Vice President and Secretary	December 28, 2018
Jane M. Guon*
		Senior Vice President and Chief Accounting Officer	December 28, 2018
Edward R. Byrd*
		Executive Vice President	December 28, 2018
Dewey P. Bushaw*
		Vice President and Treasurer	December 28, 2018
Joseph W. Krum*
*By:	/s/ SHARON A. CHEEVER		December 28, 2018
	Sharon A. Cheever
	as attorney-in-fact

(Powers of Attorney are contained in Post-Effective Amendment No. 52 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-53040, Accession No. 0001104659-17-023710 filed on April 17, 2017, as Exhibit 13).

EX-99.(GGG)

Exhibit 99.(ggg)

SELLING AGREEMENT
FOR ADMINISTRATIVE CLASS SHARES OF

PIMCO VARIABLE INSURANCE TRUST

This Agreement is made as of April 1, 2018 between PIMCO Investments LLC (“Distributor”) and Pacific Select Distributors, LLC (“Authorized Firm”), the variable products distributor for Pacific Life Insurance Company and Pacific Life & Annuity Company.

RECITALS

WHEREAS, PIMCO Variable Insurance Trust (the “Trust”) are each registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust issues shares of beneficial interest (“shares”) in separate series (“Portfolios”), with each Portfolio representing interests in a separate portfolio of securities and other assets;

WHEREAS, Distributor serves as the distributor of the Trust’s shares;

WHEREAS, the Trust issues shares of the Portfolios in separate classes of shares, one of which is designated the Administrative Class shares;

WHEREAS, certain beneficial owners of the Trust’s shares (“investors”) may require administrative, recordkeeping, and other services, and the provision of such services to investors requiring these services may benefit such investors and facilitate their ability to invest in the Portfolios;

WHEREAS, the Trust has adopted a Services Plan (as amended and restated, a “Services Plan” and together the “Services Plans”) pursuant to which Distributor, on behalf of the Trust and each Portfolio, may enter into agreements with insurance companies, registered investment advisers, registered broker-dealers, banks, trust companies, plan sponsors, recordkeepers and other persons or entities that agree to provide certain administrative, recordkeeping, and/or investor services to their clients, members or customers who purchase Administrative Class shares of the Trust’s Portfolio(s), directly or indirectly; and

WHEREAS, Distributor, on behalf of the Trust and each Portfolio, desires that Authorized Firm provide, or arrange for the provision of, certain administrative, recordkeeping, and/or investor services with respect to Administrative Class shares of the Portfolios in accordance with the terms and conditions of this Agreement set forth below.

W I T N E S S E T H:

Distributor and Authorized Firm agree as follows:

1.             Appointment.  Distributor, on behalf of the Trust and each Portfolio, hereby authorizes Authorized Firm to provide, or arrange for the provision of, certain administrative, recordkeeping and/or investor services to investors in the Portfolios that are the clients, members, or customers of Authorized Firm.  The appointment of Authorized Firm hereunder is non-exclusive, and Authorized Firm recognizes and agrees that, from time to time, Distributor and/or the Trust (or its agents or affiliates) may enter into other agreements with Authorized Firm or other financial intermediaries with respect to the provision of administrative, recordkeeping, investor and/or other services.

Each party may appoint and compensate from their respective resources one or more other entities (each, a “delegate”) to perform any or all of their respective obligations under this Agreement on a subcontracted basis so long as the party has undertaken commercially reasonable due diligence to ensure the delegate possesses the requisite expertise, personnel and resources to perform such obligations, and obtains a written agreement from the delegate related to the services to be performed in connection with this Agreement.  If either party appoints one or more delegates to perform any or all of their respective obligations under this Agreement on a subcontracted basis, the appointing party will remain liable to the other party for the delegated acts and omissions of such delegates as if the appointing party itself performed (or failed to perform) such obligations.

2.             Services to be Performed.  For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trust may reasonably request to the

2

extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

3.             Orders and Settlement.  Orders submitted by Authorized Firm on behalf of investors shall be accepted or rejected by the Trust (or its agent) in the manner disclosed in the Prospectus, or as otherwise agreed to by the parties.  Without limitation of the foregoing, the parties agree that Authorized Firm’s handling of orders and the settlement of the same are subject to the terms and conditions of the participation agreement dated May 1, 2010, as amended, novated, and/or restated, by and among the Trust, Authorized Firm and others.

4.             Compliance with Laws.  Authorized Firm agrees that:

(a)           in performing its duties under this Agreement, Authorized Firm will abide by all applicable laws, rules and regulations, including, without limitation, federal and state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and

(b)           the arrangements provided for in this Agreement, including the compensation arrangements provided for in this Agreement, will be timely disclosed, to the extent necessary or appropriate, by Authorized Firm to investors.

5.             Sales Materials.  No person is authorized to make any representations concerning shares of the Portfolios except those contained in the then current Prospectus and printed information issued by the Trust or Distributor as explanatory materials and/or information supplemental to each Prospectus.  Distributor shall supply or cause to be supplied Prospectuses, reasonable quantities of supplemental sales literature, explanatory materials and additional information as issued.  Authorized Firm agrees not to use any other advertising or sales material relating to the Portfolios unless approved in writing by Distributor in advance of such use.  Authorized Firm shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.  Authorized Firm agrees to indemnify the Portfolios, the Trust and Distributor for any loss, injury, damage, expense or liability arising from or based upon any alleged or untrue statement or representations made by Authorized Firm other than statements contained in the Prospectus or sales literature authorized by the Trust or Distributor.  This section shall survive termination of this Agreement.

6.             Compensation.  In consideration of Authorized Firm’s provision of the services as described in this Agreement, Distributor agrees, subject to the limitations of applicable law and regulations, including rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), to pay Authorized Firm fees (“Service Fees”) at an annual rate of 0.15% (or such other amount as described in the Prospectus for Administrative Class shares of a Portfolio) of the average of the aggregate net asset value of outstanding Administrative Class shares of a Portfolio serviced by Authorized Firm, measured on each calendar day during each month.  Authorized Firm may, in turn, pay any or all of these fees to service providers with whom it has entered into service agreements, with no recourse to

3

or liability on the part of Distributor, the Trust or any Portfolio.  The applicable portion of the Service Fees will be paid by Distributor within twenty (20) days following the end of each calendar month.  The parties acknowledge and agree that the Service Fees shall be paid with respect to a Portfolio only so long as this Agreement and the applicable Services Plan are in effect with respect to such Portfolio.

The fee rate with respect to any Portfolio may be prospectively increased or decreased by Distributor, in its sole discretion, at any time upon notice to Authorized Firm.

In addition, Authorized Firm will furnish to Distributor, the Trust and/or its designees such information as Distributor, the Trust and/or its designees may reasonably request (including, without limitation, periodic certifications confirming the rendering of services with respect to shares of the Portfolios as described herein), and will otherwise cooperate with the Trust, Distributor and the designees of either (including, without limitation, any auditors designated by the Trust), in the preparation of reports to the Trust’s Board of Trustees concerning this Agreement and the monies paid or payable by Distributor pursuant hereto, as well as any other reports or filings that may be required by law.

7.             Representations.  Authorized Firm represents and warrants that:

(a)           it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement;

(b)           the performance of the duties and obligations and provision of services by Authorized Firm as described in this Agreement and the receipt of Service Fees as provided in this Agreement will not violate ERISA, the Internal Revenue Code of 1986, as amended, or federal or state securities laws; and

(c)           entering into this Agreement and performing its duties and obligations hereunder will not breach or otherwise impair any other agreement or understanding it has with any other person, corporation, or other entity.

8.             Term and Termination.

This Agreement is entered into by Distributor in accordance with the terms of the applicable Services Plan(s).  Accordingly, unless sooner terminated by either party upon thirty (30) days’ written notice to the other party or otherwise in accordance with the terms of this Section 8, this Agreement will continue in effect until one year from the date hereof and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually by votes of a majority of both (i) the Board of Trustees of the Trust and (ii) those Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the applicable Services Plan(s) or any agreements related to it (“Plan Trustees”), cast in person at a meeting called for the purpose of voting on the applicable Services Plan(s) and such related agreements.

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This Agreement may be terminated, with respect to a Portfolio, at any time without the payment of any penalty, by vote of a majority of the applicable Plan Trustees or by vote of a majority of a Portfolio’s Administrative Class shares, on thirty (30) days’ written notice.  Notice of termination (or non-renewal) of the applicable Services Plan(s) by the applicable Plan Trustees to Distributor shall constitute a notice of termination of this Agreement with respect to the Trust and Distributor shall notify Authorized Firm of such action.  Termination (or non-renewal) of one Trust’s Services Plan shall not result in termination of this Agreement with respect to the other Trust.

This Agreement shall terminate automatically in the event of its assignment, as defined in the 1940 Act, or upon Authorized Firm violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11.

9.             Governing Law; FINRA Arbitration.  This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York applicable to agreements fully executed and to be performed therein, without regard to its conflicts of law rules.  If a dispute arises between parties hereto that are members of FINRA, and such parties are unable to resolve the dispute between themselves, it shall be settled by arbitration to the extent required by and in accordance with the then existing FINRA Code of Arbitration Procedure.

10.          Exculpation; Indemnification.

(a)           Distributor shall not be liable to Authorized Firm and Authorized Firm shall not be liable to Distributor except for acts or failures to act which constitute lack of good faith or gross negligence and for obligations expressly assumed by either party hereunder.  Nothing contained in this Agreement is intended to operate as a waiver by Distributor or by Authorized Firm of compliance with any applicable federal or state law, rule, or regulation and the rules and regulations promulgated by FINRA.

(b)           Authorized Firm will indemnify Distributor and the Trust and hold each harmless from any claims or assertions relating to the lawfulness of Authorized Firm’s participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons serving as officers or employees of Authorized Firm and performed in connection with the discharge of its responsibilities under this Agreement.  If any such claims are asserted, the Distributor and the Trust shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all reasonable costs of such defense shall be borne by Authorized Firm.  This paragraph shall survive termination of this Agreement.

11.          Anti-Money Laundering; Sanctions; Anti-Corruption.

(a)           Authorized Firm represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), each as amended from time to time, and any rules adopted thereunder and/or any

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applicable anti-money laundering laws and regulations of other jurisdictions where Authorized Firm conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”).  Authorized Firm further represents and warrants that its anti-money laundering program includes written policies, a designated Compliance Officer, ongoing training for employees, procedures for detecting and reporting suspicious transactions, and an independent audit to test the implementation of the program.

(b)           Authorized Firm represents and warrants that it has policies, procedures and internal controls in place which are reasonably designed so that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions.  Further, Authorized Firm will continue to undertake appropriate due diligence to ensure that neither the Authorized Firm nor any Person is subject to Sanctions. Authorized Firm further represents that the foregoing policy prohibits the Authorized Firm and its officers, directors, employees and other representatives from soliciting or focusing its marketing effort directly or indirectly to any Person who is subject to Sanctions.  Authorized Firm acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions.  Authorized Firm will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

(c)           Authorized Firm represents, warrants, and covenants that (i) its officers, directors, employees, agents and other representatives (together with Authorized Firm, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action that would cause any Relevant Person to be in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement.  Authorized Firm shall promptly notify Distributor if a Relevant Person becomes aware of any breach of this provision, and Distributor may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

12.          Privacy. Authorized Firm represents and warrants that it shall comply with any applicable privacy provisions of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C.

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§§ 6801 et seq., as may be amended from time to time, and any regulations adopted thereto, including Regulation S-P of the Securities and Exchange Commission, as well as with any other applicable federal or state privacy laws and regulations, including but not limited to (as applicable) the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq. Authorized Firm shall implement and maintain appropriate security measures for personal information in accordance with applicable laws, rules and regulations. Authorized Firm agrees that any “Non-Public Personal Information,” as the term is defined in Regulation S-P, that may be disclosed hereunder is disclosed for the specific purpose of permitting the Authorized Firm to perform the services set forth in this Agreement.  Authorized Firm acknowledges that, with respect to such information, it will comply with Regulation S-P and that it will not disclose any Non-Public Personal Information received in connection with this Agreement to any other person, except: (i) to the extent required to carry out the services set forth in this Agreement; (ii) as otherwise required or permitted by law or regulation; or (iii) as requested by any regulatory body or governmental agency or body having jurisdiction over Authorized Firm.

13.          Business Continuity.  Authorized Firm shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Authorized Firm shall maintain a log of all business continuity events.  In the event that a material business continuity event occurs, Authorized Firm shall advise the Distributor promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

14.          Records.  Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein.   A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from investors, and other materials reasonably related to transactions contemplated herein. In addition, Company shall provide representatives of Distributor and the Trust with reasonable access to its personnel and its records to: (i) enable them to monitor the quality of services being provided by Company pursuant to this Agreement and Company’s compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement.  The parties shall cooperate in good faith in providing records to one another.

15.          Notices.  Each notice required by this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service or sent by facsimile to the party’s address identified on the signature page to this Agreement or such other address as each party may by written notice provide to the other.  A notice given pursuant to this section shall be deemed to have been given immediately when delivered personally or by facsimile, three (3) days after the date of certified mailing, and one (1) day after delivery by overnight courier service.

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16.          Complete Agreement.  This Agreement contains the full and complete understanding of the parties and supersedes all prior representations, promises, statements, arrangements, agreements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied.

17.          Amendment.  This Agreement may be modified or amended, and the terms of this Agreement may be waived, only in writing with the consent of both parties.  In this regard, this Agreement may be amended by Distributor (but not by Authorized Firm) at any time by mailing a copy of a written amendment to Authorized Firm at the address shown below.  In the absence of written objection to such amendment, continued performance by Authorized Firm under this Agreement shall constitute Authorized Firm’s consent to such written amendment.

18.          Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date and year first written above.

PIMCO Investments LLC
By:	/s/ Eric M. Sutherland		Address for Notices:
	Name: Eric M. Sutherland		PIMCO Investments LLC
	Title: President		Attn: Chief Legal Officer
			1633 Broadway, 45th Floor
			New York, NY 10019
Pacific Select Distributors, LLC
By:	/s/ Adrian S. Griggs		Address for Notices:
	Name: Adrian S. Griggs		Pacific Select Distributors, LLC
	Title: Chief Executive Officer		700 Newport Center Drive
			Newport Beach, CA 92660
			Attention: General Counsel
Attest:		/s/ Brandon J. Cage
Brandon J. Cage, Assistant Secretary

EX-99.(HHH)

Exhibit 99.(hhh)

PIMCO SERVICES AGREEMENT
FOR ADMINISTRATIVE CLASS SHARES
OF PIMCO VARIABLE INSURANCE TRUST

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”), Pacific Life Insurance Company, and Pacific Life & Annuity Company (hereinafter collectively referred to as the “Company”) are effective as of April 1, 2018.

WHEREAS, the Company, PIMCO Investments LLC, and PIMCO Variable Insurance Trust (“PVIT”) (the “Trust”) have entered into a Fund Participation Agreement dated May 1, 2010, as may be amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases Administrative Class shares (“Shares”) of certain Portfolios of the Trust (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios may be one of several investment options available under the Variable Contracts; and

WHEREAS, PIMCO recognizes that it will derive substantial savings in administrative expenses by virtue of having a sole shareholder rather than multiple shareholders in connection with each Separate Account’s investments in the Portfolios, and that in the course of soliciting applications for Variable Contracts issued by the Company and in servicing owners of such Variable Contracts, the Company will provide information about the Trust and its Portfolios from time to time, answer questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners’ interests in one or more Portfolios, and provide services with respect to investments in the Portfolios; and

WHEREAS, PIMCO wishes to compensate the Company for the efforts of the Company in providing written and oral information and services regarding the Trust to Variable Contract owners; and

WHEREAS, the following represents the collective intention and understanding of the fee agreement between PIMCO and the Company.

NOW, THEREFORE, in consideration of their mutual promises, the Company and PIMCO agree as follows:

1.Services.  The Company and/or its affiliates agree to provide services (“Services”) to owners of Variable Contracts, which may include but are not necessarily limited to:  teleservicing support in connection with the Portfolios; delivery of current Trust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of Variable Contract owners’ votes in the event of a Trust shareholder vote; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the

applicable Trust or PIMCO as may be reasonably requested; provision of support services, including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners’ interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time.  Company shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements.

2.Compensation.  In consideration of the Services, PIMCO agrees to pay to the Company a fee at an annual rate equal to fifteen (15) basis points (0.15%) of the average daily value of the Shares held in the Separate Accounts.  Such payments will be made monthly in arrears.  For purposes of computing the payment to the Company under this paragraph 2, the average daily value of Shares held in the Separate Accounts over a monthly period shall be computed by totaling such Separate Accounts’ aggregate investment (Share net asset value multiplied by total number of Shares held by such Separate Accounts) on each calendar day during the calendar month, and dividing by the total number of calendar days during such month.  The payment to the Company under this paragraph 2 shall be calculated by PIMCO at the end of each calendar month and will be paid to the Company within 30 days thereafter.  Payment will be accompanied by a statement showing the calculation of the monthly amounts payable by PIMCO and such other supporting data as may be reasonably requested by the Company.

3.Compliance with Laws.  The Company agrees that:

(a)in performing its duties under this Services Agreement, the Company will abide by all applicable laws, including, without limitation, federal and state securities laws and regulations, state insurance laws and regulations, and the Employee Retirement Income Security Act of 1974; and

(b)the arrangements provided for in this Services Agreement, including the compensation arrangements provided for in this Services Agreement, will be timely disclosed, to the extent necessary or appropriate, to Variable Contract owners.

4.Anti-Money Laundering.

(a)Company represents and warrants that it has implemented, and agrees to maintain an anti-money laundering program reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Company conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”).  Company further represents and warrants that its anti-money

laundering program includes written policies, a designated Compliance Officer, ongoing training for employees, procedures for detecting and reporting suspicious transactions, and an independent audit to test the implementation of the program.

(b)Company represents and warrants that it has policies, procedures and internal controls in place which are reasonably designed so that neither it, nor any of its subsidiaries, nor any officer, director, or employee of it or its subsidiaries is an individual or entity (“Person”) that is, or is controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions.   Further, Company will continue to undertake appropriate due diligence to ensure that neither the Company nor any Person is subject to Sanctions. Company further represents that the foregoing policy prohibits the Company and its officers, directors, employees and other representatives from soliciting or focusing its marketing effort directly or indirectly to any Person who is subject to Sanctions. Company acknowledges its ongoing and continuing obligations to comply with the applicable Sanctions.  Company will provide reasonable assistance to the other parties hereto in connection with their respective obligations under the applicable Sanctions.

(c)Company represents, warrants, and covenants that (i) its officers, directors, employees, agents and other representatives (together with Company, each a “Relevant Person”) are subject to written policies and procedures relating to anti-bribery and anti-corruption, and shall not commit, authorize or permit any action that would cause any Relevant Person to be in violation of any applicable anti-bribery and corruption laws (such as the U.S. Foreign Corrupt Practices Act and/or the UK Bribery Act, in each case, if applicable); (ii) in connection with any services provided in connection with this Agreement, the Relevant Persons have not taken nor will they take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving anything of value to, nor have the Relevant Persons received, nor will they receive, any payment or anything of value from, any person (whether directly or indirectly) while knowing that all or some portion of the money or value will be offered, given, promised or received by anyone improperly to influence official action, improperly to obtain or retain business or otherwise secure an illegal advantage; and (iii) it shall create and maintain accurate books and financial records in connection with the services performed under this Agreement.  Company shall promptly notify PIMCO if a Relevant Person becomes aware of any breach of this provision, and PIMCO may terminate this Agreement with immediate effect in the event of such breach by any Relevant Person.

5.Term.  This Services Agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one year periods.  This Services Agreement may be terminated by either party hereto upon 30 days written notice to the other.  This Services Agreement shall terminate automatically: (i) upon termination of the Participation Agreement, upon a material, unremedied breach of the Participation Agreement or upon assignment of the Participation Agreement by either the Company or PIMCO; (ii) with respect to a Trust, upon the redemption of all Shares of such

Trust held in the Separate Accounts; (iii) as to a Portfolio, upon termination of the investment advisory agreement between the applicable Trust, on behalf of such Portfolio, and PIMCO; and (iv) upon Company violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 4.  Termination of this Services Agreement with respect to a Portfolio pursuant to section 5(ii) or (iii) above shall not result in termination with respect to the Trust or other Portfolios, as applicable.

6.Amendment.  This Services Agreement may be amended only upon mutual agreement of the parties hereto in writing.  In this regard, this Services Agreement may be amended by PIMCO (but not by the Company) at any time by mailing a copy of a written amendment to the Company.  In the absence of written objection to such amendment, continued performance by the Company under this Services Agreement shall constitute Company’s consent to such written amendment.

7.Business Continuity.  Company shall establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, the preservation of essential data and functions, and the maintenance of services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of its services and activities. Company shall maintain a log of all business continuity events.  In the event that a material business continuity event occurs, Company shall advise PIMCO promptly of such event and the steps proposed in order to minimize any interruption to its services hereunder.

8.Each party shall maintain and preserve all records required by law, rule and regulation to be maintained and preserved in connection with the activities contemplated herein.   A party hereto may request of another party, and the requested party shall provide as reasonable, copies of all the historical records relating to transactions contemplated herein, written communications regarding the Funds to or from owners of Variable Contracts, and other materials reasonably related to transactions contemplated herein. In addition, Company shall provide representatives of PIMCO and the Trust with reasonable access to its personnel and its records to: (i) enable them to monitor the quality of services being provided by Company pursuant to this Agreement and Company’s compliance with this Agreement and applicable law, rule and regulation and (ii) verify amounts payable or owed under this or any related Agreement.  The parties shall cooperate in good faith in providing records to one another.

9.Effect on Other Terms, Obligations and Covenants.  Nothing herein shall amend, modify or supersede any contractual terms, obligations or covenants among or between any of the Company, PIMCO or any Trust previously or currently in effect, including those contractual terms, obligations or covenants contained in the Participation Agreement.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Services Agreement.

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:	/s/ Eric M. Sutherland
	Name: Eric M. Sutherland
	Title: President
	Date: April 23, 2018
PACIFIC LIFE INSURANCE COMPANY
By:	/s/ Jose T. Miscolta
	Name: Jose T. Miscolta
	Title: Assistant Vice President
	Date:
	Attest:	/s/ Brandon J. Cage
		Brandon J. Cage, Assistant Secretary
PACIFIC LIFE & ANNUITY COMPANY
By:	/s/ Jose T. Miscolta
	Name: Jose T. Miscolta
	Title: Assistant Vice President
	Date:
	Attest:	/s/ Brandon J. Cage
		Brandon J. Cage, Assistant Secretary

EX-99.(OO)(3)

Exhibit 99.(oo)(3)

THIRD AMENDMENT TO
PARTICIPATION AGREEMENT

This Amendment is dated this 1st day of May, 2018.

WHEREAS, Pacific Life Insurance Company and Pacific Life & Annuity Company (collectively the “Company”), Pacific Select Distributors, LLC (“PSD”), Ivy Distributors, Inc. (“IDI”) and Ivy Variable Insurance Portfolios (“Ivy VIP”) entered into said Participation Agreement dated May 1, 2014, as amended (the “Agreement”); and

WHEREAS, effective April 28, 2017, Ivy VIP began offering a new share class of certain Portfolios;

WHEREAS, the parties desire to amend Exhibit C to the Agreement.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the parties do hereby agree to the following amendment(s) to the Agreement:

1.Effective April 28, 2017, Ivy VIP began offering Class I shares of certain Portfolios and Class II shares of each Portfolio.

2.Exhibit C to the Agreement is hereby deleted in its entirety and replaced with the new Exhibit C, attached hereto.

3.All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

IVY DISTRIBUTORS, INC.	IVY VARIABLE INSURANCE PORTFOLIOS
/s/ Amy J. Scupham	/s/ Philip J. Sanders
By: Amy J. Scupham	By: Philip J. Sanders
Title: President	Title: President

PACIFIC LIFE INSURANCE COMPANY	PACIFIC LIFE & ANNUITY COMPANY
/s/ Sharon A. Campbell	/s/ Sharon A. Campbell
By: Sharon A. Campbell	By: Sharon A. Campbell
Title: Assistant Vice President	Title: Assistant Vice President
/s/ Brandon J. Cage	/s/ Brandon J. Cage
Attest: Brandon J. Cage	Attest: Brandon J. Cage
Title: Assistant Secretary	Title: Assistant Secretary
PACIFIC SELECT DISTRIBUTORS, LLC
/s/ Adrian S. Griggs
By: Adrian S. Griggs
Title: Chief Executive Officer
/s/ Brandon J. Cage
Attest: Brandon J. Cage
Title: Assistant Secretary

EXHIBIT C

Company shall provide the administrative services set out in Schedule A hereto and made a part hereof, as the same may be amended from time to time.

(a)For such services, each quarter IDI shall calculate and pay to PSD a fee that shall be equal to:

i.Class II Shares:   bps, on an annualized basis, of the average daily account value of all assets in the Portfolios in connection with the Contracts held in Class II shares (“Aggregated Assets”); provided, however, that the fee is subject to change pursuant to Paragraph (c) below.  The fee (the “Total Fee”) shall include and not be in addition to the payment by IDI of the 12b-1 fees received by IDI from Ivy VIP relating to the Aggregated Assets.

(b)For such services, each quarter IDI shall calculate and pay to Company a fee that shall be equal to:

i.Class I Shares:   bps, on an annualized basis, of the Aggregated Assets of the Contracts held in Class I shares.

ii.Class II Shares:   bps, on an annualized basis, of the Aggregated Assets of the Contracts held in Class II shares.

(c)Reductions in 12b-1 Fees.  If a change in the law or the Board of Trustees of Ivy VIP requires a reduction in the fees paid by a pooled investment vehicle pursuant to Rule 12b-1 of the Investment Company Act of 1940 (or its functional equivalent), and if Ivy VIP is required to reduce the 12b-1 fees it pays that are based upon the value of the Aggregated Assets as a result of such change in the law or Board action, then there shall be a corresponding reduction in the amount of the Total Fee due pursuant to the above.

The parties to this Agreement recognize and agree that IDI’s payments hereunder are for administrative services and personal Contract Owner services (as described in Schedule A) only and do not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of Portfolio shares, and are not otherwise related to investment advisory or distribution services or expenses.  The Company represents and warrants that the fees to be paid by IDI for services to be rendered by Company pursuant to the terms of this Agreement are to compensate Company for providing administrative services to Ivy Funds VIP and for providing personal services to Contract Owners as described in Schedule A, and are not designed to reimburse or compensate Company for providing any other services with respect to the Contracts or any Variable Account.