<PAGE>
As filed with the Securities and Exchange Commission on December 7, 2000
Registration Nos.
33-32704
811-05980
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 17 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 [X]
(Check appropriate box or boxes)
PACIFIC SELECT VARIABLE ANNUITY SEPARATE ACCOUNT
(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)
(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 of Process)
Copies of all communications to:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert Price & Rhoads
P.O. Box 9000 1775 Eye Street, N.W.
Newport Beach, California 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 January 2, 2001 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) 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 Select Variable Annuity individual flexible premium variable
accumulation deferred annuity contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 14 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-00-000956, filed on April 21,
2000, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Registrant's Form 497, File No. 33-32704, Accession No.
0001017062-00-002104 filed on October 2, 2000, and incorporated by reference
herein.)
<PAGE>
Supplement Dated January 2, 2001 to Prospectus Dated May 1, 2000
for Pacific Select Variable Annuity, a variable annuity contract
issued by Pacific Life Insurance Company
This supplement changes the Prospectus to reflect the
following, and restates information contained in a
supplement dated October 2, 2000:
---------------------------------------------------------
Eleven new Variable The following new Variable Investment Options are added
Investment Options to the list on page 1 of the Prospectus.
are available
.Blue Chip .Strategic Value
.Aggressive Growth .Focused 30
.Financial Services .Capital Opportunities
.Health Sciences .Mid-Cap Growth
.Technology .Global Growth
.Telecommunications
---------------------------------------------------------
The Bond and Income The Bond and Income Variable Account terminated on
Investment Option September 22, 2000.
is no longer
available All references to the Bond and Income Investment
Option, Portfolio or Variable Account in the Prospectus
are removed.
Unless you instruct us otherwise, to the extent any
outstanding instruction you have on file with us
designates the Bond and Income Variable Account, the
instruction will be deemed an instruction for the
Managed Bond Variable Account. Instructions include,
but are not limited to, instructions for Purchase
Payment allocations, any transfer or exchange
instructions, including instructions under the
Portfolio Rebalancing, Dollar Cost Averaging, and Sweep
Programs, and Partial Withdrawal instructions.
---------------------------------------------------------
The new eleven The new eleven Variable Accounts invest in their
Variable Accounts corresponding Portfolios of the Fund. References to the
are added as 22 Variable Investment Options throughout the
Variable Investment Prospectus are changed to refer to 31 Variable
Options Investment Options or Subaccounts.
---------------------------------------------------------
The International Lazard Asset Management is the portfolio manager of the
Value Portfolio has International Value Portfolio.
a new portfolio
manager
---------------------------------------------------------
A portfolio manager Mercury Asset Management US has changed its name to
has changed its Mercury Advisors.
name
<PAGE>
---------------------------------------------------------
AN OVERVIEW OF The following replaces the Other Expenses section on
PACIFIC SELECT page 7 of the Prospectus:
VARIABLE ANNUITY-
Fees and Expenses Other expenses
Paid by the Pacific
Select Fund: Other The table also shows the advisory fee and Fund expenses
Expenses is as an annual percentage of each Portfolio's average
replaced daily net assets for the year 2000, adjusted to reflect
reduced custody fees. To help limit Fund expenses,
effective July 1, 2000 we contractually agreed to waive
all or part of our investment advisory fees or
otherwise reimburse each Portfolio for operating
expenses (including organizational expenses, but not
including advisory fees, additional costs associated
with foreign investing and extraordinary expenses) that
exceed an annual rate of 0.10% of its average daily net
assets. Such waiver or reimbursement is subject to
repayment to us to the extent such expenses fall below
the 0.10% expense cap. For each Portfolio, our right to
repayment is limited to amounts waived and/or
reimbursed that exceed the new 0.10% expense cap and,
except for Portfolios that started on or after October
2, 2000, that do not exceed the previously established
0.25% expense cap. Any amounts repaid to us will have
the effect of increasing such expenses of the
Portfolio, but not above the 0.10% expense cap. There
is no guarantee that we will continue to cap expenses
after December 31, 2001. In 2000, Pacific Life
reimbursed approximately $19,662 to the I-Net
Tollkeeper Portfolio, $12,631 to the Strategic Value
Portfolio, $4,849 to the Focused 30 Portfolio and
$15,042 to the Small-Cap Index Portfolio.
<TABLE>
--------------------------------------------------------------------------
<CAPTION>
Less
Advisory Other Total adviser's Total net
Portfolio fee expenses expenses+ reimbursement expenses
--------------------------------------------------------------------------
As an annual % of average daily net assets
<S> <C> <C> <C> <C> <C>
Blue Chip/1/ 0.95 0.06 1.01 -- 1.01
Aggressive
Growth/1/ 1.00 0.06 1.06 -- 1.06
Aggressive Equity 0.80 0.04 0.84 -- 0.84
Emerging
Markets/2/ 1.10 0.20 1.30 -- 1.30
Diversified
Research 0.90 0.09 0.99 -- 0.99
Small-Cap
Equity/2/ 0.65 0.05 0.70 -- 0.70
International
Large-Cap/2/ 1.05 0.14 1.19 -- 1.19
Equity 0.65 0.04 0.69 -- 0.69
I-Net
Tollkeeper/2/ 1.50 0.13 1.63 (0.02) 1.61
Financial
Services/1/ 1.10 0.15 1.25 (0.05) 1.20
Health Sciences/1/ 1.10 0.11 1.21 (0.01) 1.20
Technology/1/ 1.10 0.08 1.18 -- 1.18
Telecommunications/1/ 1.10 0.08 1.18 -- 1.18
Multi-Strategy 0.65 0.04 0.69 -- 0.69
Equity Income 0.65 0.04 0.69 -- 0.69
Strategic Value 0.95 0.54 1.49 (0.44) 1.05
Growth LT 0.75 0.04 0.79 -- 0.79
Focused 30 0.95 0.44 1.39 (0.34) 1.05
Mid-Cap Value 0.85 0.04 0.89 -- 0.89
International
Value 0.85 0.11 0.96 -- 0.96
Capital
Opportunities/1/ 0.80 0.06 0.86 -- 0.86
Mid-Cap Growth/1/ 0.90 0.06 0.96 -- 0.96
Global Growth/1/ 1.10 0.19 1.29 -- 1.29
Equity Index/2/ 0.25 0.04 0.29 -- 0.29
Small-Cap Index/2/ 0.50 0.13 0.63 (0.02) 0.61
REIT 1.10 0.05 1.15 -- 1.15
Government
Securities/2/ 0.60 0.05 0.65 -- 0.65
Managed Bond/2/ 0.60 0.05 0.65 -- 0.65
Money Market/2/ 0.34 0.04 0.38 -- 0.38
High Yield Bond/2/ 0.60 0.04 0.64 -- 0.64
Large-Cap Value 0.85 0.05 0.90 -- 0.90
--------------------------------------------------------------------------
</TABLE>
/1/ Expenses are estimated. There were no actual
advisory fees or expenses for these Portfolios in
2000 because the Portfolios started after December
31, 2000.
/2/ Total adjusted net expenses for these Portfolios,
after deduction of an offset for custodian credits
were: 1.29% for Emerging Markets Portfolio, 0.69%
for Small-Cap Equity Portfolio, 1.18% for
International Large-Cap Portfolio, 1.60% for I-Net
Tollkeeper Portfolio, 0.28% for Equity Index
Portfolio, 0.60% for Small-Cap Index Portfolio,
0.62% for Government Securities Portfolio, 0.64%
for Managed Bond Portfolio, 0.37% for Money Market
Portfolio, and 0.63% for High Yield Bond Portfolio.
+ The Fund has adopted a brokerage enhancement 12b-1
plan, under which brokerage transactions may be
placed with broker-dealers in return for credits,
cash, or other compensation that may be used to
help promote distribution of Fund shares. There are
no fees or charges to any Portfolio under this
plan, although the Fund's distributor may defray
expenses of up to approximately $850,000 for the
year 2000, which it might otherwise incur for
distribution. If such defrayed amount were
considered a Fund expense, it would represent
approximately .0067% or less of any Portfolio's
average daily net assets.
2
<PAGE>
---------------------------------------------------------
AN OVERVIEW OF The Examples on page 8 of the Prospectus is replaced
PACIFIC SELECT with the following:
VARIABLE ANNUITY-
Examples is Different examples are presented below that show
replaced expenses that an Owner of a Contract with Accumulated
Value allocated to a Variable Account would pay at the
end of one, three, five or ten years if, at the end of
those time periods, the Contract is (1) surrendered,
(2) annuitized, (3) not surrendered or annuitized. The
examples assume a $1000 investment and a 5% annual rate
of return. In addition, the examples reflect an average
initial premium of approximately $45,000 and a prorata
portion of the annual Maintenance Fee. Each example
shows expenses based upon allocation to each of the
Variable Accounts.
The examples below should not be considered a
representation of past or future expenses. Actual
expenses may be greater or lesser than those shown. The
5% return assumed in the examples is hypothetical and
should not be considered a representation of past or
future actual returns, which may be greater or lesser
than the assumed amount.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Contract not
Surrendered or
Annuitized and
Contract Surrendered Contract Annuitized Remains in Force at
at End of Time at End of Time End of Time
Period ($) Period* ($) Period ($)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
---------------------------------------------------------------------------------------
Blue Chip 79 122 159 280 79 77 132 280 25 77 132 280
---------------------------------------------------------------------------------------
Aggressive Growth 80 124 161 285 80 79 134 285 26 79 134 285
---------------------------------------------------------------------------------------
Aggressive Equity 77 117 150 263 77 72 123 263 23 72 123 263
---------------------------------------------------------------------------------------
Emerging Markets 82 130 172 307 82 85 145 307 28 85 145 307
---------------------------------------------------------------------------------------
Diversified Research 79 121 158 278 79 76 131 278 25 76 131 278
---------------------------------------------------------------------------------------
Small-Cap Equity 76 112 142 248 76 67 115 248 22 67 115 248
---------------------------------------------------------------------------------------
International Large Cap 81 127 167 297 81 82 140 297 27 82 140 297
---------------------------------------------------------------------------------------
Equity 76 112 142 248 76 67 115 248 22 67 115 248
---------------------------------------------------------------------------------------
I-Net Tollkeeper 85 140 188 337 85 95 161 337 31 95 161 337
---------------------------------------------------------------------------------------
Financial Services 81 128 168 299 81 83 141 299 27 83 141 299
---------------------------------------------------------------------------------------
Health Sciences 81 128 168 299 81 83 141 299 27 83 141 299
---------------------------------------------------------------------------------------
Technology 81 127 167 297 81 82 140 297 27 82 140 297
---------------------------------------------------------------------------------------
Telecommunications 81 127 167 297 81 82 140 297 27 82 140 297
---------------------------------------------------------------------------------------
Multi-Strategy 76 112 142 248 76 67 115 248 22 67 115 248
---------------------------------------------------------------------------------------
Equity Income 76 112 142 248 76 67 115 248 22 67 115 248
---------------------------------------------------------------------------------------
Strategic Value 79 123 161 284 79 78 134 284 25 78 134 284
---------------------------------------------------------------------------------------
Growth LT 77 115 148 258 77 70 121 258 23 70 121 258
---------------------------------------------------------------------------------------
Focused 30 79 123 161 284 79 78 134 284 25 78 134 284
---------------------------------------------------------------------------------------
Mid-Cap Value 78 118 153 268 78 73 126 268 24 73 126 268
---------------------------------------------------------------------------------------
International Value 79 121 156 275 79 76 129 275 25 76 129 275
---------------------------------------------------------------------------------------
Capital Opportunities 78 118 151 265 78 73 124 265 24 73 124 265
---------------------------------------------------------------------------------------
Mid-Cap Growth 79 121 156 275 79 76 129 275 25 76 129 275
---------------------------------------------------------------------------------------
Global Growth 82 130 172 307 82 85 145 307 28 85 145 307
---------------------------------------------------------------------------------------
Equity Index 72 100 121 204 72 55 94 204 18 55 94 204
---------------------------------------------------------------------------------------
Small-Cap Index 75 110 138 238 75 65 111 238 21 65 111 238
---------------------------------------------------------------------------------------
REIT 80 126 166 294 80 81 139 294 26 81 139 294
---------------------------------------------------------------------------------------
Government Securities 75 110 139 240 75 65 112 240 21 65 112 240
---------------------------------------------------------------------------------------
Managed Bond 75 111 140 242 75 66 113 242 21 66 113 242
---------------------------------------------------------------------------------------
Money Market 73 103 126 214 73 58 99 214 19 58 99 214
---------------------------------------------------------------------------------------
High Yield Bond 75 111 139 241 75 66 112 241 21 66 112 241
---------------------------------------------------------------------------------------
Large-Cap Value 78 119 153 269 78 74 126 269 24 74 126 269
---------------------------------------------------------------------------------------
</TABLE>
* In this example, it is assumed that an Annuity Option
has been selected that provides for annuity payments
that continue for at least five years, in which case
the withdrawal charge would not be assessed if the
Contract was in force during the Accumulation Period
for at least two Contract Years.
3
<PAGE>
---------------------------------------------------------
YOUR INVESTMENT The chart on page 9 of the Prospectus YOUR INVESTMENT
OPTIONS: OPTIONS: Your Variable Investment Options is amended to
Your Variable add the following:
Investment Options
is amended
<TABLE>
<CAPTION>
Primary Investments Portfolio
Portfolio Objective (under normal circumstances) Manager
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Blue Chip Long-term growth of Equity securities of "blue chip" A I M
capital. Current companies--typically large companies
income is of that are well established in their
secondary importance. respective industries.
------------------------------------------------------------------------------------------------
Aggressive Growth Long-term growth of Equity securities of small- and A I M
capital. medium-sized growth companies.
------------------------------------------------------------------------------------------------
Financial Services Long-term growth of Equity securities in the financial INVESCO
capital. services sector. Such companies
include banks, insurance companies,
brokerage firms and other finance-
related firms.
------------------------------------------------------------------------------------------------
Health Sciences Long-term growth of Equity securities in the health INVESCO
capital. sciences sector. Such as companies
that develop, produce or distribute
products or services related to
health care.
------------------------------------------------------------------------------------------------
Technology Long-term growth of Equity securities in the technology INVESCO
capital. sector. Such companies include
biotechnology, communications,
computers, electronics, Internet
telecommunications, networking,
robotics and video.
------------------------------------------------------------------------------------------------
Telecommunications High total return. Equity securities in the INVESCO
telecommunications sector. Such as
companies that offer telephone
service, wireless communications,
satellite communications, television
and movie programming, broadcasting
and Internet access.
------------------------------------------------------------------------------------------------
Strategic Value Long-term growth of Equity securities with the potential Janus Capital
capital. for long-term growth of capital. Corporation
------------------------------------------------------------------------------------------------
Focused 30 Long-term growth of Equity securities selected for their Janus Capital
capital. growth potential. Corporation
------------------------------------------------------------------------------------------------
Capital Long-term growth of Equity securities with the potential MFS
Opportunities capital. for long-term growth of capital.
------------------------------------------------------------------------------------------------
Mid-Cap Growth Long-term growth of Equity securities of medium-sized MFS
capital. companies believed to have above-
average growth potential.
------------------------------------------------------------------------------------------------
Global Growth Capital appreciation. Equity securities of any size MFS
located within and outside of the
U.S.
------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
---------------------------------------------------------
ADDITIONAL The following replaces Telephone Transactions on page
INFORMATION: 38 of the Prospectus:
Telephone
Transactions Telephone and Electronic Transactions
is changed to You are automatically entitled to make certain
Telephone and transactions by telephone or, to the extent available,
Electronic in early 2001, electronically. You may also authorize
Transactions other people to make certain transaction requests by
telephone or to the extent available electronically by
so indicating on the application or by sending us
instructions in writing in a form acceptable to us. We
cannot guarantee that you or any other person you
authorize will always be able to reach us to complete a
telephone or electronic transaction; for example, all
telephone lines or our web-site may be busy during
certain periods, such as periods of substantial market
fluctuations or other drastic economic or market
change, or telephones or the internet may be out of
service during severe weather conditions or other
emergencies. Under these circumstances, you should
submit your request in writing (or other form
acceptable to us). Transaction instructions we receive
by telephone or electronically before 4:00 p.m. Eastern
time on any Business Day will usually be effective on
that day, and we will provide you confirmation of each
telephone or electronic transaction.
We have established procedures reasonably designed to
confirm that instructions communicated by telephone or
electronically are genuine. These procedures may
require any person requesting a telephone or electronic
transaction to provide certain personal identification
upon our request. We may also record all or part of any
telephone conversation with respect to transaction
instructions. We reserve the right to deny any
transaction request made by telephone or
electronically. You are authorizing us to accept and to
act upon instructions received by telephone or
electronically with respect to your Contract, and you
agree that, so long as we comply with our procedures,
neither we, any of our affiliates, nor the Fund, or any
of their directors, trustees, officers, employees or
agents will be liable for any loss, liability, cost or
expense (including attorneys' fees) in connection with
requests that we believe to be genuine. This policy
means that so long as we comply with our procedures,
you will bear the risk of loss arising out of the
telephone and electronic transaction privileges of your
Contract. If a Contract has Joint Owners, each Owner
We expect to make may individually make transaction requests by
the electronic telephone.
transaction and
delivery features Electronic Delivery Authorization
available in early Subject to availability, you may authorize us to
2001. Please ask provide prospectuses, statements and other information
your registered ("documents") electronically by so indicating on the
representative for application, or by sending us instructions in writing
more information in a form acceptable to us to receive such documents
electronically. You must have Internet access to use
this service. While we impose no additional charge for
this service, there may be potential costs associated
with electronic delivery, such as on-line charges.
Documents will be available on our Internet Web site.
You may access and print all documents provided through
this service. As documents become available, we will
notify you of this by sending you an e-mail message
that will include instructions on how to retrieve the
document. If our e-mail notification is returned to us
as "undeliverable," we will contact you to obtain your
updated e-mail address. If we are unable to obtain a
valid e-mail address for you, we will send a paper copy
by regular U.S. mail to your address of record. You may
revoke your consent for electronic delivery at any time
and we will resume providing you with a paper copy of
all required documents; however, in order for us to be
properly notified, your revocation must be given to us
a reasonable time before electronic delivery has
commenced. We will provide you with paper copies at any
time upon request. Such request will not constitute
revocation of your consent to receive required
documents electronically.
5
<PAGE>
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A:
Part B:
(1) Registrant's Financial Statements
Audited Financial Statements dated as of December 31, 1999
which are incorporated by reference from the 1999 Annual
Report include the following for Pacific Select Variable
Annuity Separate Account:
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, 1999 and 1998 and for the three year period
ended December 31, 1999, included in Part B include the
following for Pacific Life:
Independent Auditor's 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
Accounts and Memorandum establishing Pacific Select
Variable Annuity Separate Account./1/
(b) Memorandum dated October 1, 1993 authorizing
establishment of Growth LT Variable Account./1/
<PAGE>
(c) Memorandum dated September 16, 1994 authorizing
establishment of Equity and Bond and Income Variable
Accounts/1/
(d) Memorandum Establishing Two New Variable Accounts -
Aggressive Equity and Emerging Markets
Portfolios/1/
(e) Resolution of the Board of Directors of Pacific Life
Insurance Company authorizing conformity to the
terms of the current Bylaws/3/
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Equities Network ("PEN") (Now named
Pacific Mutual Distributors, Inc. ("PMD")/1/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers/1/
4. (a) Form of Individual Flexible Premium Variable
Accumulation Deferred Annuity Contract, Form 90-53
/1/
(b) Guaranteed Death Benefit Rider/1/
(c) Individual Retirement Annuity Rider (Form 20-
13900)
(d) Pension Plan Rider/1/
(e) Required Distributions for Compliance with Section
72(S) Rider/1/
(f) Endorsement (Preauthorized Withdrawal Feature)/1/
(g) Endorsement (Distribution of In-Kind Securities)/1/
(h) Free Look Sticker ST-43/1/
(i) Minimum Guaranteed Death Benefit and Terminal
Illness Waiver Endorsement E-93-9053/1/
(j) Changes to Contract Endorsement E1-95-9053/1/
(k) Required Distributions for Compliance with Section
72(S) of the Internal Revenue Code of 1986, amended
(the Code) Rider R72S-9553/1/
(l) 403(b) Tax Sheltered Annuity Rider R-403B-9553/1/
(m) Section 457 Plan Rider R-95-457/1/
(n) Qualified Plan Loan Endorsement/1/
(o) 403(b) Tax Sheltered Annuity Rider/2/
(p) Roth Individual Retirement Annuity Rider
(Form R-RIRA 198)/3/
(q) Simple Individual Retirement Annuity Rider
(Form 20-13400)
5. (a) Application Form for Individual Flexible Premium
Variable/3/
<PAGE>
Accumulation Deferred Annuity Contract, Form
AP9230-1/1/
6. (a) Articles of Incorporation of Pacific Life/3/
(b) By-laws of Pacific Life/3/
7. Not applicable
8. Fund Participation Agreement/5/
9. Opinion and Consent of legal officer of Pacific Mutual
as to the legality of Contracts being
registered/1/
10. (a) Independent Auditors' Consent/6/
(b) Consent of Dechert Price & Rhoads/1/
11. Not applicable
12. Not applicable
13. Performance Calculations/6/
14. Not applicable
15. Powers of Attorney/5/
16. Not applicable
/1/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0000898430-001024 filed on March 28, 1996 and incorporated by reference
herein.
/2/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0001017062-97-000782 filed on April 29, 1997 and incorporated by reference
herein.
/3/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0001017062-98-000944 filed on April 29, 1998 and incorporated by reference
herein.
/4/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0001017062-99-000770 filed on April 30, 1999 and incorporated by reference
herein.
/5/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0001017062-00-000580 filed on February 29, 2000 and incorporated by
reference herein.
/6/ Included in Registrant's Form N-4/B, File No. 033-32704, Accession No.
0001017062-00-000956 filed on April 21, 2000 and incorporated by reference
herein.
3
<PAGE>
Item 25. Directors and Officers of Pacific Life
--------------------------------------
Positions and Offices
Name and Address with Pacific Life
---------------- ---------------------
Thomas C. Sutton Director, Chairman of the Board, and
Chief Executive Officer
Glenn S. Schafer Director and President
Khanh T. Tran Director, Senior Vice President and Chief Financial
Officer
David R. Carmichael Director, Senior Vice President and General
Counsel
Audrey L. Milfs Director, Vice President and Corporate
Secretary
Edward R. Byrd Vice President and Controller
Brian D. Klemens Vice President and Treasurer
Gerald W. Robinson Executive Vice President
___________________________________
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
4
<PAGE>
Item 26. Persons Controlled by or Under Common Control with Pacific Life
or Pacific Select Variable Annuity Separate Account
The following is an explanation of the organization chart of Pacific
Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Pacific Life is a California Stock Life Insurance Company wholly-owned
by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in
turn, 99% owned by Pacific Mutual Holding Company (a California Mutual
Holding Company). Pacific Life is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Life &
Annuity Company, formerly known as PM Group Life Insurance Company (an
Arizona Stock Life Insurance Company), Pacific Select Distributors,
Inc. (formerly known as Pacific Mutual Distributors, Inc.), and World-
Wide Holdings Limited (a United Kingdom Corporation). Pacific Life
also has a 40% ownership of American Maturity Life Insurance Company
(a Connecticut Stock Life Insurance Company), a 50% ownership of
Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability
Company and a 95% ownership of Grayhawk Golf Holdings, LLC). A
subsidiary of Pacific Mezzanine Associates, L.L.C. is Pacific
Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company)
who is the sole general partner of the PMI Mezzanine Fund, L.P. (a
Delaware Limited Partnership). Subsidiaries of Pacific Asset
Management LLC are PMRealty Advisors Inc. and Pacific Financial
Products Inc. (a Delaware Corporation). Pacific Asset Management LLC
has an approximate 30% beneficial economic interest in PIMCO Advisors
L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select
Distributors, Inc. include: Associated Financial Group, Inc.; Mutual
Service Corporation (a Michigan Corporation), along with its
subsidiaries Advisors' Mutual Service Center, Inc. (a Michigan
Corporation) and Titan Value Equities Group, Inc.; and United
Planners' Group, Inc. (an Arizona Corporation), along with its
subsidiary United Planners' Financial Services of America (an Arizona
Limited Partnership). Subsidiaries of World-Wide Holdings Limited
include: World-Wide Reassurance Company Limited (a United Kingdom
Corporation) and World-Wide Reassurance Company (BVI) Limited (a
British Virgin Islands Corporation). All corporations are 100% owned
unless otherwise indicated. All entities are California corporations
unless otherwise indicated.
Item 27. Number of Contractholders
-------------------------
Approximately 27,682 Qualified
36,273 Non Qualified
5
<PAGE>
Item 28. Indemnification
---------------
(a) The Distribution Agreement between Pacific Life and Pacific Select
Distributors, Inc. ("PSD", formerly known as Pacific Mutual
Distributors, Inc.) 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", formerly known as Pacific Mutual
Distributors, Inc.) 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
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out of or are based upon any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to
state a material fact required to be stated or necessary to make the
statements made not misleading in the registration statement for the
Contracts or for the shares of Pacific Select Fund (the "Fund") filed
pursuant to the 1933 Act, or any prospectus included as a part thereof,
as from time to time amended and supplemented, or in any advertisement
or sales literature approved in writing by Pacific Life and PSD
pursuant to Section IV.E. Of this Agreement.
Selling Broker-Dealer and General Agent agree to indemnify and hold
harmless Pacific Life, the Fund and PSD, their officers, directors,
agents and employees, against any and all losses, claims, damages or
liabilities to which they may become subject under the 1933 Act, the
1934 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon: (a) any oral or written misrepresentation by Selling Broker-
Dealer or General Agent or their officers, directors, employees or
agents unless such misrepresentation is contained in the registration
statement for the Contracts or Fund shares, any prospectus included as
a part thereof, as from time to time amended and supplemented, or any
advertisement or sales literature approved in writing by Pacific Life
and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of
Selling Broker-Dealer or General Agent or their officers, directors,
employees or agents to comply with any applicable provisions of this
Agreement or (c) claims by Sub-agents or employees of General Agent or
Selling Broker-Dealer for payments of compensation or remuneration of
any type. Selling Broker-Dealer and General Agent will reimburse
Pacific Life or PSD or any director, officer, agent or employee of
either entity for any legal or other expenses reasonably incurred by
Pacific Life, PSD, or such officer, director, agent or employee in
connection with investigating or defending any such loss, claims,
damages, liability or action. This indemnity agreement will be in
addition to any liability which Broker-Dealer may otherwise have.
Item 29. Principal Underwriters
----------------------
(a) PSD also acts as principal underwriter for Pacific Select Separate
Account, Pacific Select Exec Separate Account, Separate Account A,
Separate Account B, Pacific Corinthian Variable Separate Account and
Pacific Select Fund.
(b) For information regarding PSD, reference is made to Form B-D, SEC
File No. 8-15264, which is herein incorporated by reference.
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(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, (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(e) OF THE INVESTMENT COMPANY
ACT OF 1940: Pacific Life Insurance Company and Registrant
represent that the fees and charges to be deducted under the
Variable Annuity Contract ("Contract") described in the prospectus
contained in this registration statement are, in the aggregate,
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed in connection with
the Contract.
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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. 17 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 State of
California, on this 7th day of December, 2000.
PACIFIC SELECT VARIABLE ANNUITY SEPARATE ACCOUNT
(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. 17 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
____________________ Director, Chairman of the Board December 7, 2000
Thomas C. Sutton* and Chief Executive Officer
____________________ Director and President December 7, 2000
Glenn S. Schafer*
____________________ Director, Senior Vice December 7, 2000
Khanh T. Tran* President and Chief Financial
Officer
____________________ Director, Senior Vice December 7, 2000
David R. Carmichael* President and General Counsel
____________________ Director, Vice President and December 7, 2000
Audrey L. Milfs* Corporate Secretary
____________________ Vice President and Controller December 7, 2000
Edward R. Byrd*
____________________ Vice President and Treasurer December 7, 2000
Brian D. Klemens*
____________________ Executive Vice President December 7, 2000
Gerald W. Robinson*
*BY: /s/ DAVID R. CARMICHAEL December 7, 2000
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained in Post-Effective Amendment No. 13 of the
Registration Statement filed on February 29, 2000 on Form N-4, Accession No.
0001017062-00-000580, as Exhibit 15.)
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