485BPOS 1 d485bpos.htm PACIFIC PORTFOLIOS - P.E.A. #19 Pacific Portfolios - P.E.A. #19

As filed with the Securities and Exchange Commission on June 30, 2003

Registration Nos.

 

33-88460

811-08946

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

  x

Pre-Effective Amendment No.

  ¨

Post-Effective Amendment No. 19

  x

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

  x

Amendment No. 77

  x

(Check appropriate box or boxes)

 

SEPARATE ACCOUNT A

(Exact Name of Registrant)

 

PACIFIC LIFE INSURANCE COMPANY

(Name of Depositor)

 

700 Newport Center Drive

Newport Beach, California 92660

(Address of Depositor’s Principal Executive Offices) (Zip Code)

 

(949) 219-3743

(Depositor’s Telephone Number, including Area Code)

 

Diane N. Ledger

Vice President

Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, California 92660

(Name and address of agent for service)

 

Copies of all communications to:

Diane N. Ledger   Ruth Epstein, Esq.
Pacific Life Insurance Company   Dechert LLP
P.O. Box 9000   1775 Eye Street, N.W.
Newport Beach, CA 92658-9030   Washington, D.C. 20006-2401

 

Approximate Date of Proposed Public Offering

 

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

¨

   immediately upon filing pursuant to paragraph (b) of Rule 485

x

   on July 1, 2003 pursuant to paragraph (b) of Rule 485

¨

   60 days after filing pursuant to paragraph (a)(1) of Rule 485

¨

   on ___________ pursuant to paragraph (a)(1) of Rule 485

 

If appropriate, check the following box:

 

¨

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

 

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

 

Filing Fee: None


SEPARATE ACCOUNT A

FORM N-4

CROSS REFERENCE SHEET

 

PART A

Item No.

   Prospectus Heading

1.

   Cover Page    Cover Page
           

2.

   Definitions    TERMS USED IN THIS PROSPECTUS
           

3.

   Synopsis    AN OVERVIEW OF PACIFIC PORTFOLIOS
           

4.

   Condensed Financial Information   

YOUR INVESTMENT OPTIONS — Variable

Investment Option Performance; ADDITIONAL

INFORMATION — Financial Statements;

FINANCIAL HIGHLIGHTS

           

5.

  

General Description of Registrant,

Depositor and Portfolio Companies

  

AN OVERVIEW OF PACIFIC PORTFOLIOS;

PACIFIC LIFE AND THE SEPARATE ACCOUNT —

Pacific Life, — Separate Account A; YOUR

INVESTMENT OPTIONS — Your Variable Investment

Options; ADDITIONAL INFORMATION — Voting

Rights

           

6.

   Deductions   

AN OVERVIEW OF PACIFIC PORTFOLIOS; FEE

TABLE; HOW YOUR INVESTMENTS ARE

ALLOCATED — Transfers; CHARGES, FEES AND

DEDUCTIONS; WITHDRAWALS — Optional

Withdrawals

           

7.

  

General Description of Variable
Annuity Contracts

  

AN OVERVIEW OF PACIFIC PORTFOLIOS;

PURCHASING YOUR CONTRACT — How to Apply

for your Contract; HOW YOUR INVESTMENTS ARE

ALLOCATED; RETIREMENT BENEFITS AND

OTHER PAYOUTS — Choosing Your Annuity Option,

— Your Annuity Payments, — Death Benefits;

ADDITIONAL INFORMATION — Voting Rights, —

Changes to Your Contract, — Changes to ALL

Contracts, — Inquiries and Submitting Forms and

Requests, — Timing of Payments and Transactions

           

8.

   Annuity Period    RETIREMENT BENEFITS AND OTHER PAYOUTS
           

9.

   Death Benefit   

RETIREMENT BENEFITS AND OTHER PAYOUTS

— Death Benefits

           

10.

   Purchases and Contract Value   

AN OVERVIEW OF PACIFIC PORTFOLIOS;

PURCHASING YOUR CONTRACT; HOW YOUR

INVESTMENTS ARE ALLOCATED; PACIFIC LIFE

AND THE SEPARATE ACCOUNT — Pacific Life;

THE GENERAL ACCOUNT — Withdrawals and

Transfers

           

11.

   Redemptions   

AN OVERVIEW OF PACIFIC PORTFOLIOS;

CHARGES, FEES AND DEDUCTIONS;

WITHDRAWALS; ADDITIONAL INFORMATION —

Timing of Payments and Transactions; THE GENERAL

ACCOUNT — Withdrawals and Transfers

           

12.

   Taxes   

CHARGES, FEES AND DEDUCTIONS — Premium

Taxes; WITHDRAWALS — Optional Withdrawals, —

Tax Consequences of Withdrawals; FEDERAL TAX

STATUS

           

13.

   Legal Proceedings    Not Applicable
           

14.

  

Table of Contents of the Statement

of Additional Information

  

CONTENTS OF THE STATEMENT OF

ADDITIONAL INFORMATION

 

PART B

 

Item No.

   Statement of Additional Information Heading
           

15.

   Cover Page    Cover Page
           

16.

   Table of Contents    TABLE OF CONTENTS
           

17.

   General Information and History    Not Applicable
           

18.

   Services    Not Applicable
           

19.

   Purchase of Securities Being Offered   

THE CONTRACTS AND THE SEPARATE ACCOUNT

— Calculating Subaccount Unit Values, — Systematic

Transfer programs

           

20.

   Underwriters   

DISTRIBUTION OF THE CONTRACTS — Pacific

Select Distributors, Inc.

           

21.

   Calculation of Performance Data    PERFORMANCE
           

22.

   Annuity Payments   

THE CONTRACTS AND THE SEPARATE ACCOUNT

— Variable Annuity Payment Amounts

           

23.

   Financial Statements    FINANCIAL STATEMENTS

 

PART C

 

Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.


PROSPECTUS

 

(included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000930 filed on April 25, 2003 and incorporated by reference herein.)


STATEMENT OF ADDITIONAL INFORMATION

 

(included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000930 filed on April 25, 2003 and incorporated by reference herein.)


Supplement dated July 1, 2003 to the Prospectus dated May 1, 2003

for the Pacific Portfolios, a variable annuity contract

issued by Pacific Life Insurance Company

 

 

       

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

 

This Supplement changes the Prospectus to reflect the following:

 

 

The Fixed Option is not available.

     

Subject to state approval, the Fixed Option is no longer available for new Contracts issued on or after July 1, 2003.

 

All references to the Fixed Option in the Prospectus and Statement of Additional Information will not apply to such Contracts. For Contracts issued on or after July 1, 2003 allocations of Purchase Payments or Contract Value to the Fixed Option will not be permitted. Ask your registered representative about its current status.

 

 

AN OVERVIEW OF PACIFIC PORTFOLIOS—Contract Transaction Expenses is amended.

     

Footnote 3 of the Contract Transaction Expenses table is amended to read as follows:

 

For Contracts issued before July 1, 2003, the transfer transaction fee is currently waived. In the future, we may charge a fee of up to $15 for any transfer over 15 that you make in a Contract Year. For Contracts issued on or after July 1, 2003, there is no transfer transaction fee. See HOW YOUR INVESTMENTS ARE ALLOCATED—Transfers.

 

 

HOW YOUR INVESTMENTS ARE ALLOCATED—Transfers is amended.

     

Paragraph 2 of the HOW YOUR INVESTMENTS ARE ALLOCATED—Transfers section is amended to read as follows:

 

For the purpose of applying the limitations, any transfers that occur on the same day are considered one transfer and transfers that occur as a result of the dollar cost averaging program, the portfolio rebalancing program, the earnings sweep program or an approved asset allocation program are excluded from the limitation. Currently, there is no transfer fee imposed on transfers among the Investment Options. However, for Contracts issued before July 1, 2003, we reserve the right to impose a transaction fee of up to $15 per transfer for transfers in excess of 15 in any Contract Year.

 

 


 

RETIREMENT BENEFITS AND OTHER PAYOUTS—Choosing Your Annuity Option is amended.

     

Option 2 of the Annuity Options subsection is amended to read as follows:

 

Life with Period Certain.  Periodic payments are made to the designated payee during the lifetime of the Annuitant (even if the Owner dies), with payments guaranteed for a specified period. You may choose to have payments guaranteed for anywhere from 5 through 30 years (in full years only). If your Contract was issued before July 1, 2003, and the Annuitant dies before the guaranteed payments are completed, the remainder of the guaranteed payments will be paid to the first living person in the following order: Beneficiary, Contingent Beneficiary, Owner, Joint Owner, or Contingent Owner. If none are living the remainder will be paid to the Owner’s estate. If your Contract was issued on or after July 1, 2003, and the Annuitant dies before the guaranteed payments are completed, the remainder of the guaranteed payments will be paid to the first living person in the following order: Owner, Joint Owner, Contingent Owner, Beneficiary, or Contingent Beneficiary. If none are living the remainder will be paid to the Owner’s estate. Additionally, if variable payments are elected under this option, you may redeem all remaining guaranteed variable payments after the Annuity Date. The amount available upon such redemption would be the present value of any remaining guaranteed variable payments at the assumed investment return.

       

 

Option 4 of the Annuity Options subsection is amended to read as follows:

 

Period Certain Only:  Periodic payments are made to the designated payee during the lifetime of the Annuitant (even if the Owner dies), with payments guaranteed for a specified period. You may choose to have payments guaranteed for anywhere from 5 through 30 years (in full years only). If your Contract was issued before July 1, 2003, and the Annuitant dies before the guaranteed payments are completed, the remainder of the guaranteed payments will be paid to the first living person in the following order: Beneficiary, Contingent Beneficiary, Owner, Joint Owner, or Contingent Owner. If none are living the remainder will be paid to the Owner’s estate. If your Contract was issued on or after July 1, 2003, and the Annuitant dies before the guaranteed payments are completed, the remainder of the guaranteed payments will be paid to the first living person in the following order: Owner, Joint Owner, Contingent Owner, Beneficiary, or Contingent Beneficiary. If none are living the remainder will be paid to the Owner’s estate. Additionally, if variable payments are elected under this option, you may redeem all remaining guaranteed variable payments after the Annuity Date. The amount available upon such redemption would be the present value of any remaining guaranteed variable payments at the assumed investment return.

 

 

 

 

PPSUPP703


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, 2002 which are incorporated by reference from the 2002 Annual Report include the following for Separate Account A:

 

Statements of Assets and Liabilities

Statements of Operations

Statements of Changes in Net Assets

Notes to Financial Statements

 

 

  (2)   Depositor’s Financial Statements

 

Audited Consolidated Financial Statements dated as of December 31, 2002 and 2001, and for the three year period ended December 31, 2002, included in Part B include the following for Pacific Life:

 

Independent Auditors’ Report

Consolidated Statements of Financial Condition

Consolidated Statements of Operations

Consolidated Statements of Stockholder’s Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

 

  (b)   Exhibits

 

1.    (a)   Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A.1
     (b)   Memorandum Establishing Two New Variable Accounts — Aggressive Equity and Emerging Markets Portfolios.1
     (c)   Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.3

 

 

II-1


2.    Not applicable
3.    (a)    Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc. (“PSD”) 1
     (b)    Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers 1
4.    (a)   

(1)    Form of Individual Flexible Premium Variable Accumulation Annuity Contract 2

         

(2)    Form of Individual Flexible Premium Variable Accumulation Annuity Contract

         (Form No. 10-1101)

     (b)    Qualified Plan Loan Endorsement 1
     (c)    Qualified Pension Plan Rider 1
     (d)    403(b) Tax-Sheltered Annuity Rider 12
     (e)    Section 457 Plan Rider 1
     (f)    Endorsement for 403(b) Texas Optional Retirement Program (ORP) 1
     (g)    Individual Retirement Annuity Rider (Form No. 20-18900)14
     (h)    Roth Individual Retirement Annuity Rider (Form No. 20-19000)14
     (i)    SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)14
     (j)    DCA Plus Fixed Option Endorsement (Form No. E-DCA 697) 3
     (k)    Guaranteed Minimum Death Benefit Endorsement (Form E-GMDB 398) 3
     (l)   

(1)    Enhanced Guaranteed Minimum Death Benefit Rider (Form R-EGMDB 398) 3

         

(2)    Enhanced Guaranteed Minimum Death Benefit Rider (Form 20-18200)14

     (m)    Guaranteed Income Advantage (GIA) Rider (Form No. 23-113499) 5
     (n)    Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900) 9
     (o)    Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200) 11
     (p)    Guaranteed Protection Advantage (GPA) Rider (Form No. 20-17700)13
     (q)    Guaranteed Protection Advantage 5 Rider (Form No. 20-19600)15
     (r)    Qualified Retirement Plan Rider 12
     (s)    Income Access Rider/(Form No. 20-19808)15
5.    (a)   

(1)    Variable Annuity Application. (Form No. 25-12410) 8

         

(2)    Form of Variable Annuity Application (Form No. 25-1101)

     (b)    Variable Annuity PAC APP 1
     (c)    Application/ Confirmation Form 6
     (d)    Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application 9
     (e)    Guaranteed Protection Advantage (GPA) Rider Request Form (Form No. 2066-2A)13
     (f)    Form of Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-3A)15
     (g)    Form of Income Access Rider Request Form (Form No. 2315-A)15
6.    (a)    Pacific Life’s Articles of Incorporation 3
     (b)    By-laws of Pacific Life 3
7.    Not applicable
8.    Fund Participation Agreement 10
     (a)    Fund Participation Agreement 10
     (b)    Addendum to Fund Participation Agreement (adding the Strategic Value and Focused 30
Portfolios)
10
     (c)    Addendum to Fund Participation Agreement (adding nine new Portfolios) 10
     (d)    Addendum to Fund Participation Agreement (adding the Equity Income and Research Portfolios) 12
9.    Opinion and Consent of legal officer of Pacific Mutual Life as to the legality of Contracts being
registered.
1

 

2


10.   

Independent Auditors’ Consent16

 

11.   

Not applicable

 

12.   

Not applicable

 

13.   

Performance Calculations16

 

14.   

Not applicable

 

15.   

Powers of Attorney 12

 

16.    Not applicable

1   Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0000898430-96-001377 filed on April 19, 1996 and incorporated by reference herein.

 

2   Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-97-000794 filed on April 30, 1997 and incorporated by reference herein.

 

3   Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998 and incorporated by reference herein.

 

4   Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-99-000659 filed on April 15, 1999 and incorporated by reference.

 

5   Included in Registrant’s Form 497, File No. 33-88460, Accession No. 0001017062-99-001607 filed on September 14, 1999 and incorporated by reference herein.

 

6   Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000577 filed on February 29, 2000 and incorporated by reference herein.

 

7   Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000955 filed on April 21, 2000 and incorporated by reference herein.

 

8   Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-00-000955 filed on December 7, 2000 and incorporated by reference herein.

 

9   Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein.

 

10   Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001 and incorporated by reference herein.

 

11   Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0000898430-01-503116 filed on October 25, 2001, and incorporated by reference herein.

 

12   Included in Registrant’s Form N-4/B, File No. 33-88460, Accession No. 0001017062-02-000783 filed on April 30, 2002, and incorporated by reference herein.

 

13   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-001397 filed on July 19, 2002 and incorporated by reference herein.

 

14   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002 and incorporated by reference herein.

 

15   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000466 filed on March 18, 2003 and incorporated by reference herein.

 

16   Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-03-000930 filed on April 25, 2003 and incorporated by reference herein.

 

Item 25.    Directors and Officers of Pacific Life

 

Name and Address   

Positions and Offices

with Pacific Life

 

Thomas C. Sutton

  

Director, Chairman of the Board, and Chief Executive Officer

 

Glenn S. Schafer

  

Director and President

 

Khanh T. Tran

  

Director, Executive Vice President and Chief Financial Officer

 

David R. Carmichael

  

Director, Senior Vice President and General Counsel

 

Audrey L. Milfs

  

Director, Vice President and Corporate Secretary

 

Brian D. Klemens

   Vice President and Treasurer

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

 

700 Newport Center Drive

Newport Beach, California 92660

 

 

II-3


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

 

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

 

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED

ENTERPRISES LEGAL STRUCTURE

 

Pacific Life is a California Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn, 98% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Other subsidiaries of Pacific LifeCorp are: an 86% ownership of Aviation Capital Group Holding Corp. (a Delaware Corporation); College Savings Bank (a New Jersey Chartered Capital Stock Savings Bank) and its subsidiary College Savings Trust (a Montana Chartered Uninsured Trust Company); an 80% ownership of M.L. Stern & Co., LLC (a Delaware Limited Liability Company) and its subsidiary Tower Asset Management, LLC (a Delaware Limited Liability Company); Pacific Asset Funding, LLC (a Delaware Limited Liability Company) and its subsidiaries PL Trading Company, LLC (a Delaware Limited Liability Company) and Pacific Life Trade Services, Limited (a Hong Kong Limited Corporation); and Pacific Life & Annuity Services, Inc. (a Colorado Corporation). A Subsidiary of Aviation Capital Group Holding Corp., is Aviation Capital Group Corp. (a Delaware Corporation), which in turn, is the parent of: ACGFS II, Inc. (a Delaware Corporation); ACG Acquisition V Corporation (a Delaware Corporation); a 50% ownership of ACG Acquisition VI LLC; a 33% ownership of ACG Acquisition IX LLC; ACG Acquisition XXV LLC and its subsidiary ACG Acquisition Ireland II, Limited (an Irish Corporation); ACG Acquisition XXVI, 37, 38 LLCs; and ACG Acquisition XXVII LLC. Subsidiaries of ACG Acquisition VI LLC are: a 34% ownership of ACG Acquisition VIII LLC; a 20% ownership of ACG Acquisition XIV LLC; and a 20% ownership of ACG Acquisition XIX LLC, which in turn owns ACG Acquisition XIX Holding LLC, which owns Aviation Capital Group Trust. Subsidiaries of Aviation Capital Group Trust are: ACG Acquisition XV LLC; ACG Acquisition XX LLC and its subsidiary ACG Acquisition Ireland, Limited (an Irish Corporation); and ACG Acquisition XXI, LLC. ACG Acquisition XXVII LLC owns 50% of ACG Acquisition XXVIII LLC, which owns ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXIX LLC are: ACG Acquisition XXX LLCs; ACG Acquisition 35 Corporation (a Delaware Corporation); ACG Acquisition 31-34, 36-39 LLCs; and ACGFS, Inc. (a Delaware Corporation). Pacific Life is the parent company of: Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company); Pacific Select Distributors, Inc.; Pacific Asset Management LLC (a Delaware Limited Liability Company); Confederation Life Insurance and Annuity Company (a Georgia Company); a 17% ownership of Scottish Annuity & Life Holdings, Ltd. [(a Cayman Islands Holding Company) abbreviated structure]; a 95% ownership of Grayhawk Golf Holdings, LLC (a Delaware Limited Liability Company), and its subsidiary Grayhawk Golf L.L.C. (an Arizona Limited Liability Company); a 67% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company) and its subsidiary Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company) who is the sole general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Asset Management LLC are: a 21% ownership of Carson-Pacific LLC (a Delaware Limited Liability Company); PMRealty Advisors Inc.; a non-managing membership interest in Allianz-PacLife Partners LLC (a Delaware Limited Liability Company); and Pacific Financial Products Inc. (a Delaware Corporation). Allianz-PacLife Partners LLC and Pacific Financial Products, Inc., own the Class E units of Allianz Dresdner Asset Management of America L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc., include: Associated Financial Group, Inc., Mutual Service Corporation (a Michigan Corporation), United Planners’ Group, Inc. (an Arizona Corporation), and a 45% ownership of Waterstone Financial Group, Inc. (an Illinois Corporation). Subsidiaries of Associated Financial Group, Inc., are Associated Planners Investment Advisory, Inc., Associated Securities Corp., West Coast Realty Management, Inc., Associated Planners Securities Corporation of Nevada, Inc. (a Nevada Corporation), and West Coast Realty Advisors, Inc. Subsidiaries of Mutual Service Corporation are Advisors’ Mutual Service Center, Inc. (a Michigan Corporation) and Contemporary Financial Solutions, Inc. (a Delaware Corporation). United Planners’ Group, Inc. is the general partner and holds an approximate 45% general partnership interest in United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of United Planners’ Financial Services of America are UPFSA Insurance Agency of Arizona, Inc. (an Arizona Corporation), UPFSA Insurance Agency of California, Inc., United Planners Insurance Agency of Massachusetts, Inc. (a Massachusetts Corporation), and United Planners Insurance Agency of Oklahoma, Inc. (an Oklahoma Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.

 

II-4


Item 27.     Number of Contractholders

 

Approximately

   35,944    Qualified
     34,207    Non Qualified

 

Item 28.     Indemnification

 

  (a)   The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

 

Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue or alleged untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD.

 

PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim.

 

  (b)   The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers provides substantially as follows:

 

Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise

 

II-5


out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. Of this Agreement.

 

Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or iabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any oral or written misrepresentation by Selling Broker- Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker-Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

 

II-6


Item 29.     Principal Underwriters

 

  (a)   PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company,

 

  (b)   For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.

 

  (c)   PSD retains no compensation or net discounts or commissions from the Registrant.

 

Item 30.     Location of Accounts and Records

 

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

 

Item 31.    Management Services

 

Not applicable

 

Item 32.     Undertakings

 

The registrant hereby undertakes:

 

  (a)   to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.

 

  (b)   to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.

 

  (c)   to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

 

 

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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.

 

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485 (b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 19 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 30th day of June, 2003.

 

 

SEPARATE ACCOUNT A
                                (Registrant)

By:

  PACIFIC LIFE INSURANCE COMPANY

By:

 

 


   

Thomas C. Sutton*

Chairman and Chief Executive Officer

 

By:

  PACIFIC LIFE INSURANCE COMPANY
    (Depositor)

 

By:

 

 


   

Thomas C. Sutton*

Chairman and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 19 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

 

Signature


  

Title


 

Date



Thomas C. Sutton*

   Director, Chairman of the Board and Chief Executive Officer   June 30, 2003

 


Glenn S. Schafer*

   Director and President   June 30, 2003

Khanh T. Tran*

   Director, Executive Vice President and Chief Financial Officer   June 30, 2003

David R. Carmichael*

   Director, Senior Vice President and General Counsel   June 30, 2003

Audrey L. Milfs*

   Director, Vice President and Corporate Secretary   June 30, 2003

Edward R. Byrd*

   Vice President and Controller   June 30, 2003

Brian D. Klemens*

   Vice President and Treasurer   June 30, 2003

Gerald W. Robinson*

   Executive Vice President   June 30, 2003

 

*By:  

/s/    DAVID R. CARMICHAEL


                                                      June 30, 2003          
   

David R. Carmichael

as attorney-in-fact

                                                       

 

(Powers of Attorney are contained in Post-Effective Amendment No. 14 to the Registration Statement filed on April 30, 2002, on Form N-4/B for Separate Account A, File No. 33-88460, Accession No. 0001017062-02-000783, as Exhibit 15.)

 

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