<PAGE>
As filed with the Securities and Exchange Commission on February 29, 2000
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 [_]
Pre-Effective Amendment No. [_]
Post Effective Amendment No. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 11 [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 Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert Price & Rhoads
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)
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[_] on ____________ pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a) (1) of Rule 485
[_] 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
<PAGE>
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 PAYMENTS 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
PAYMENTS 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
PAYMENTS 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 Mutual 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.
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-99-000659, filed on April 15,
1999, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-99-000659, filed on April 15,
1999, and incorporated by reference herein.)
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+A registration statement for Pacific Select Fund relating to shares of the I- +
+Net Tollkeeper Portfolio have been filed with the Securities and Exchange +
+Commission, but has not yet become effective. The information in the +
+prospectuses is not complete and may be changed. Interests in the new +
+Investment Option and shares of the I-Net Tollkeeper Portfolio may not be +
+sold until the Fund's registration statement is effective. This supplement +
+and preliminary prospectus are not an offer to sell interests in the +
+Investment Option or shares of the I-Net Tollkeeper Portfolio and do not +
+solicit an offer to buy interests or shares in any state where the offer or +
+sale is not permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Supplement to Prospectuses Dated May 1, 1999 for
Pacific Portfolios, a variable annuity contract
issued by Pacific Life Insurance Company
Date of Supplement: February 29, 2000
This supplement changes the Prospectuses to reflect the following:
---------------------------------------------------------
A new Variable The new Investment Option will invest in a new
Investment Option Portfolio of the Pacific Select Fund called the I-Net
will be available Tollkeeper Portfolio. Below is information summarizing
May 1, 2000 the new Portfolio:
. I-Net Tollkeeper
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Primary Investments
Portfolio Manager Objective (under normal circumstances)
---------------------------------------------------------------------------------
<S> <C> <C>
Pacific Life Insurance Long-term growth of capital. Equity securities of
Company, the adviser, companies which use,
and the Fund have support, or relate
retained Goldman Sachs directly or indirectly
Asset Management as to use of the Internet.
portfolio manager Such companies include
those in the media,
telecommunications, and
technology sectors.
---------------------------------------------------------------------------------
</TABLE>
This chart is only a summary. For more complete
information on the Portfolio, including a discussion of
the Portfolio's investment techniques and the risks
associated with its investments, see the accompanying
Fund Preliminary Prospectus. You should read the
prospectus carefully.
---------------------------------------------------------
An overview of The following is added to the chart under Fees and
Pacific Portfolios Expenses Paid by the Pacific Select Fund:
is amended
<TABLE>
<CAPTION>
--------------------------------------------------------------
Portfolio Advisory Fee Other Expenses Total Expenses+
--------------------------------------------------------------
<S> <C> <C> <C>
I-Net Tollkeeper* 1.50% 0.15% 1.65%
</TABLE>
* Expenses are estimated. There were no actual advisory
fees or other expenses for this Portfolio in 1999
because the Portfolio has not yet started. See page 7
of the Prospectus for information about expense caps
through December 31, 2000 for this Portfolio.
+ The Fund has implemented a brokerage enhancement
12b-1 plan, under which brokerage transactions may be
placed with broker-dealers in return for credits 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 which it would otherwise incur for
distribution. If you assume the credits are a direct
Fund expense, the expense would have no effect on
Other Expenses shown above.
1
<PAGE>
---------------------------------------------------------
The following is added to Examples:
The following table shows the expenses you would pay on
each $1,000 you invested if, at the end of each period,
you: annuitized your Contract, surrendered your
Contract and withdrew the Contract Value, or did not
annuitize or surrender, but left the money in your
Contract.
These examples assume the following:
. the Contract Value starts at $45,000
. the Investment Options have an annual return of 5%
. the Annual Fee is deducted even when the Contract
Value goes over $50,000 and a waiver would normally
apply.
without EGMDBR and GIA Rider reflects the expenses you
would pay if you did not buy the optional Enhanced
Guaranteed Minimum Death Benefit Rider ("EGMDBR") and
the Guaranteed Income Advantage ("GIA") Rider.
with EGMDBR reflects the expenses you would pay if you
bought the optional Enhanced Guaranteed Minimum Death
Benefit Rider, but not the GIA Rider. These expenses
depend on the age of the youngest Annuitant on the
Contract Date.
with GIA Rider reflects the expenses you would pay if
you bought the optional Guaranteed Income Advantage
Rider, but not the Enhanced Guaranteed Minimum Death
Benefit Rider.
with EGMDBR and GIA Rider reflects the expenses you
would pay if you bought the optional Enhanced
Guaranteed Minimum Death Benefit Rider and the
Guaranteed Income Advantage Rider.
The examples do not show past or future expenses. Your
actual expenses in any year may be more or less than
those shown here.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
--------------------------------------------------------------------------------------
<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
--------------------------------------------------------------------------------------
I-Net Tollkeeper
without EGMDBR and GIA
Rider 95 97 164 343 95 151 191 343 32 97 164 343
with EGMDBR: age 0-65 96 100 169 353 96 154 196 353 33 100 169 353
with EGMDBR: age 66-75 98 106 179 371 98 160 206 371 35 106 179 371
with GIA Rider 98 106 179 371 98 160 206 371 35 106 179 371
with EGMDBR and GIA
Rider:
age 60-65 99 109 184 380 99 163 211 380 36 109 184 380
with EGMDBR and GIA
Rider:
age 66-75 101 115 193 398 101 169 220 398 38 115 193 398
--------------------------------------------------------------------------------------
</TABLE>
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Investment Options prospectus on Choosing your Investment Options.
is amended
You may instruct us to allocate all or part of your
Purchase Payments to the I-Net Tollkeeper Investment
Option on or after May 1, 2000. You may not allocate
your Purchase Payments to this Investment Option prior
to May 1, 2000, when the Option first becomes
available.
2
<PAGE>
---------------------------------------------------------
Transfers is This information is added to the discussion in the
amended prospectus on Transfers.
You may instruct us to transfer Accumulated Value to a
Variable Investment Option and specify a future date on
which the Accumulated Value is to be transferred. This
instruction may cover any Variable Investment Option
currently available under your contract and the I-Net
Tollkeeper Investment Option. For the I-Net Tollkeeper
Investment Option, you may not specify a date prior to
May 1, 2000, when the Option first becomes available.
If you specify May 1, 2000 for the I-Net Tollkeeper
Investment Option, and we receive the instructions
prior to that date, the requested amount will be
transferred effective as of the close of business on
May 1, 2000. You may revoke your transfer instructions
at any time before we transfer Accumulated Value by
providing us with a revocation in proper form, which we
must receive not later than 4:00 p.m. Eastern time on
the last Business Day before the date you have
specified for a transfer. While highly remote, there is
a possibility that the I-Net Tollkeeper Investment
Option will not become effective on May 1, 2000, in
which case we would not effect the transfer to this
Option, and your Accumulated Value would remain in the
Investment Option from which you requested it be
transferred until the day the I-Net Tollkeeper becomes
effective, if ever, unless you instruct us otherwise.
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Annuity Option is prospectus on Choosing Your Annuity Option.
amended
If you select a variable annuity, after the Annuity
Date the I-Net Tollkeeper is available as a Variable
Investment Option effective May 1, 2000.
3
<PAGE>
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, 1998 which are incorporated by
reference from the 1998 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, 1998 and 1997, and for the
three year period ended December 31, 1998,
included in Part B include the following for
Pacific Life:
Independent Auditors' Report
Consolidated Statements of Financial
Condition
Consolidated Statements of Operations and
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
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc. ("PMD")
(formerly Pacific Equities Network) /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 Annuity Contract /2/
(b) Qualified Plan Loan Endorsement /1/
(c) Individual Retirement Annuity Rider /1/
(d) Qualified Pension Plan Rider /1/
(e) 403(b) Tax-Sheltered Annuity Rider /2/
(f) Section 457 Plan Rider /1/
(g) Endorsement for 403(b) Texas Optional Retirement
Program (ORP) /1/
(h) IRA Rider (Form R-IRA 198) /3/
(i) Roth IRA Rider (Form R-RIRA 198) /3/
(j) Simple IRA Rider (Form R-SIRA 198) /3/
(k) DCA Plus Fixed Option Endorsement (Form E-DCA 697)
/3/
(l) Guaranteed Minimum Death Benefit Endorsement
(Form E-GMDB 398) /3/
(m) Enhanced Guaranteed Minimum Death Benefit Rider
(Form R-EGMDB 398) /3/
(n) Guaranteed Income Advantage Rider (Form 23-113499)
/5/
5. (a) Application Form for Individual Flexible Premium
Variable Accumulation Annuity Contract.
(b) Variable Annuity PAC APP /1/
(c) Application/Confirmation Form
6. (a) Pacific Life's Articles of Incorporation /3/
(b) By-laws of Pacific Life /3/
7. Not applicable
8. Fund Participation Agreement
9. Opinion and Consent of legal officer of Pacific Mutual
Life as to the legality of Contracts being registered.
/1/
II-2
<PAGE>
10. (a) Independent Auditors' Consent/4/
11. Not applicable
12. Not applicable
13. Performance Calculations/4/
14. Not applicable
15. Powers of Attorney
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.
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
II-3
<PAGE>
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 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 Corporation), 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 Corporation), 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., Pacific Financial Products Inc. (a Delaware Corporation), PPA
LLC (a Delaware Limited Liability Company), CCM LLC (a Delaware
Limited Liability Company), NFJ LLC (a Delaware Limited Liability
Company), and PIMCO Holding LLC (a Delaware Limited Liability
Company). Pacific Asset Management LLC directly and indirectly
beneficially owns approximately 33% of the outstanding partnership
interests in PIMCO Advisors L.P. (a Delaware Limited Partnership).
Subsidiaries of Pacific Mutual 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.
II-4
<PAGE>
Item 27. Number of Contractholders
Approximately 21,243 Qualified
23,385 Non Qualified
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life and PMD provides
substantially as follows:
Pacific Life hereby agrees to indemnify and hold harmless PMD 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 PMD.
PMD 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 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 PMD or Broker;
(4) any willful misfeasance, bad faith, negligence, misconduct or
wrongful act. PMD shall reimburse each such person for any legal
or other expenses reasonably incurred in connection with
investigating or defending
II-5
<PAGE>
any such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life, PMD (formerly
PEN) and Various Broker-Dealers provides substantially as
follows:
Pacific Life and PMD 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 out of or are based upon any untrue statement or alleged
untrue statement of a material fact or any 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 PMD 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 PMD, 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 PMD 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
PMD or any director, officer, agent or employee of either entity
for any legal or other expenses reasonably incurred by Pacific
Life, PMD, 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
<PAGE>
Item 29. Principal Underwriters
(a) PMD also acts as principal underwriter for Pacific Select
Separate Account, Pacific Select Exec Separate Account, Pacific
Select Variable Annuity Separate Account, Pacific Corinthian
Variable Separate Account, Separate Account B and Pacific
Select Fund.
(b) For information regarding PMD, reference is made to Form B-D, SEC
File No. 8-15264, which is herein incorporated by reference.
(c) PMD 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
II-7
<PAGE>
(a) The Registrant and its Depositor are relying upon American Council of
Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988)
with respect to annuity contracts offered as funding vehicles for retirement
plans meeting the requirements of Section 403(b) of the Internal Revenue Code,
and the provisions of paragraphs (1)-(4) of this letter have been complied with.
(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the
Investment Company Act of 1940 with respect to annuity contracts offered as
funding vehicles to participants in the Texas Optional Retirement Program, and
the provisions of Paragraphs (a)-(d) of the Rule have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY
ACT OF 1940: Pacific Life Insurance Company and Registrant represent
that the fees and charges to be deducted under the Variable Annuity Contract
("Contract") described in the prospectus contained in this registration
statement are, in the aggregate, reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed in
connection with the Contract.
II-8
<PAGE>
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. 6 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 29th day of
February, 2000.
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. 6 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
_________________________ Director, Chairman of the Board February 29, 2000
Thomas C. Sutton* and Chief Executive Officer
_________________________ Director and President February 29, 2000
Glenn S. Schafer*
_________________________ Director, Senior Vice President February 29, 2000
Khanh T. Tran* and Chief Financial Officer
_________________________ Director, Senior Vice President February 29, 2000
David R. Carmichael* and General Counsel
_________________________ Director, Vice President and February 29, 2000
Audrey L. Milfs* Corporate Secretary
_________________________ Vice President and Controller February 29, 2000
Edward R. Byrd*
_________________________ Vice President and Treasurer February 29, 2000
Brian D. Klemens*
_________________________ Executive Vice President February 29, 2000
Gerald W. Robinson*
*By: __________________________ February 29, 2000
David R. Carmichael
as attorney-in-fact
(Powers of Attorney are contained in this Post-Effective Amendment No. 6, to the
Registration Statement on Form N-4 for Separate Account A, File No. 33-88460 as
Exhibit 15.)
II-9
<PAGE>
EXHIBIT 5(a)
PACIFIC PORTFOLIOS VARIABLE ANNUITY APPLICATION INSTRUCTIONS
If Sections 1, 5, 19 and 20 are not filled out completely,
application may need to be returned for completion.
[1] Annuitants/Owners: Maximum age at issue is 85. There are many combinations
of owner and annuitant registrations which may result in different
[2] consequences. For example, the death of an owner/annuitant may have
different consequences than the death of a non-owner annuitant. Joint or
contingent owners and/or joint annuitants cannot be named on qualified
contracts. For IRAs, owner and annuitant must be the participant. For
pension/profit sharing, 401(k) plans, name plan as owner, and participant
as annuitant. For 403(b) plans, name participant as both owner and
annuitant. Use the Special Requests section to clarify registrations.
Spousal signatures may be required for certain actions in qualified
contracts. If qualified plan is owner, also complete Qualified Plan
Certification form. If trust is owner, also complete Trust Certification
form. Consult a tax adviser to properly structure qualified plans and
effect transfers.
[3] Beneficiary: Beneficiaries will be joint primary if no boxes are checked.
Joint beneficiaries will share equally with rights of survivorship. For
nonqualified contracts, if the owner dies, contract may only be continued
if spouse is sole beneficiary. If beneficiary is left blank, default
beneficiary will be owner's estate if contract is individually owned. If
owner is trust or corporation, default beneficiary will be the owner.
[4] Contract Type: A conduit IRA is used to move assets from a qualified plan
with intent to move the assets to another qualified plan at a later date;
subsequent contributions are not permitted. Transfer indicates a trustee
to trustee or custodian to custodian transfer only. If initial IRA payment
represents both a rollover and a contribution, indicate amounts for each.
Ensure the total matches the check. For a SIMPLE IRA, Pacific Life will
only act as a non-designated financial institution.
[5] Issue State: Indicate the state where the application is signed.
[6] Initial Purchase Payment: Indicate the initial purchase payment in U.S.
dollars. Initial non-qualified contract minimum $5,000; qualified contract
minimum $2,000.
[7] Replacement: Complete and attach a Transfer/Exchange form and any required
state replacement forms.
[8] Optional Death Benefit: Must be chosen at time of issue. If not marked,
the option defaults to the standard death benefit. There is an annual
charge for this option. Please consult prospectus for charges.
[9] Optional Guaranteed Income Advantage (GIA): Maximum annuitant(s) issue age
is 80. Available at issue or on any contract anniversary upon request.
Minimum 10 year holding period before annuitizing. Please consult
prospectus for charges and annuitization payouts.
[10] Telephone Authorization: You will automatically receive this privilege. By
checking this box you authorize your designee to give Pacific Life
instructions by telephone.
[11] Electronic Delivery Authorization: Complete to receive information
electronically from our Web site. Primary owner's e-mail address will be
used for notification. If not checked, communications will be by regular
U.S. mail. This instruction is valid until you instruct us otherwise.
[12] Allocation Options: Allocations must total 100% or equal total purchase
payment. If rebalancing, use percentages only. Portfolio managers are:
Aggressive Equity.............. Alliance Capital
Emerging Markets............... Alliance Capital
Diversified Research........... Capital Guardian
Small-Cap Equity............... Capital Guardian
International Large-Cap........ Capital Guardian
Bond and Income................ Goldman Sachs
Equity......................... Goldman Sachs
Multi-Strategy................. J.P. Morgan Investment
Equity Income.................. J.P. Morgan Investment
Growth LT...................... Janus
Mid-Cap Value.................. Lazard
Equity Index................... Mercury
Small-Cap Index................ Mercury
REIT........................... Morgan Stanley
International Value............ Morgan Stanley
Government Securities.......... PIMCO
Managed Bond................... PIMCO
Money Market................... Pacific Life
High Yield Bond................ Pacific Life
Large-Cap Value................ Salomon
Fixed.......................... Pacific Life
3-year GIO..................... Pacific Life
6-year GIO..................... Pacific Life
10-year GIO.................... Pacific Life
[13] Rebalancing: If you do not specify a date for the first rebalancing, it
will occur one frequency period after issue and every period thereafter.
Actual start date may occur after date elected. The Fixed Option and GIOs
may not be rebalanced. Additional purchase payments to accounts other than
those selected on this application will not be rebalanced. To change
allocations, complete a Transfers and Allocations form.
[14] Special Requests: Use this section to indicate special registrations and
other instructions.
[15] Annuity Date (Annuity Start Date): Annuity start date cannot be prior to
first contract anniversary. For non-qualified contracts, if no date is
chosen, annuity date is the annuitant's 95th birthday. For qualified
contracts, if no date is chosen, annuity date is the following April 1 of
the year after the year in which the annuitant reaches age 70-1/2.
[16] Pre-Authorized Checking For Additional Purchase Payments: Initial minimum
purchase may be met over maximum of 12 months. The first purchase payment
must accompany this application. Monthly non-qualified contract minimum
$400; qualified contract minimum $250.
[17] Transfers: Contract must be issued for 30 days. If you do not specify a
date for the first transfer, it will occur one frequency period after
issue and every period thereafter. Minimum source account value $5,000.
Minimum initial transfer amount $250. Transfer dollars: Last transfer will
occur even if remaining balance is less than the amount selected. Transfer
percentages: Annual percentage will be divided by the frequency selected.
[18] Pre-Authorized Withdrawals: Contract must be issued for 30 days. If you do
not specify a date for the first withdrawal, it will occur one frequency
period after issue and every period thereafter. Minimum withdrawal $250.
Annual percentage will be divided by the frequency selected. Payment will
be reduced by any taxes if withholding is applicable, and will be taken
from all investment options if none is selected. Withdrawals may be taken
from qualified contracts if allowed by the plan.
[19] Statement of Applicant: Please read this section carefully. All
information and signatures must be completed.
[20] Agent's Statement: Your agent must fully complete and sign this section.
[21] Mailing Instructions: Send this completed application as follows:
APPLICATIONS WITH PAYMENT: APPLICATIONS WITHOUT PAYMENT:
---- -------
and/or additional payments: regular mail:
Pacific Life Insurance Company Pacific Life Insurance Company
P.O. Box 100060 P.O. Box 7187
Pasadena, CA 91189-0060 Pasadena, CA 91109-7187
Express mail delivery:
Pacific Life Insurance Company Express mail delivery:
C/O FCNPC Pacific Life Insurance Company
1111 S. Arroyo Parkway, Ste. 150 1111 S. Arroyo Parkway, Ste. 205
Pasadena, CA 91105 Pasadena, CA 91105
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
[LOGO OF PACIFIC LIFE] Pacific Life Insurance Company Pacific
P.O. Box 7187 . Pasadena, CA 91109-7187 PORTFOLIOS
www.PacificLife.com Variable Annuity Application
(800) 722-2333 (See instructions for mailing addresses)
PLEASE TYPE or PRINT. See instructions to assist
you in completing this application.
- ------------------------------------------------------------------------------------------------------------------------------------
[1] ANNUITANT Name (First, Middle Initial, Last) Birth Date (mo/day/yr) Phone Number
/ / ( )
-- -- ----
--------------------------------------------------------------------------------------------------------------------------------
Street Address (Number, Street Name and Apartment or Unit Number) E-Mail Address Sex
[_] M [_] F
--------------------------------------------------------------------------------------------------------------------------------
City, State & ZIP Code SSN/TIN
[OPTIONAL]
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL ANNUITANT Complete this section to name additional annuitant. Not applicable for qualified contracts.
Check one [_] Joint [_] Contingent
Name (First, Middle Initial, Last) Birth Date (mo/day/yr)
/ /
-- -- ----
--------------------------------------------------------------------------------------------------------------------------------
Street Address (Number, Street Name and Apartment or Unit Number) E-Mail Address Sex
[_] M [_] F
--------------------------------------------------------------------------------------------------------------------------------
City, State & ZIP Code SSN/TIN
- ------------------------------------------------------------------------------------------------------------------------------------
[2] If owner(s) and annuitant(s) are the same, it is not necessary to complete Section 2. If trust is owner, also complete Trust
Certification form.
OWNER Name (First, Middle Initial, Last) Birth Date (mo/day/yr) Phone Number
/ / ( )
-- -- ----
--------------------------------------------------------------------------------------------------------------------------------
Street Address (Number, Street Name and Apartment or Unit Number) E-Mail Address Sex
[_] M [_] F
--------------------------------------------------------------------------------------------------------------------------------
City, State & ZIP Code SSN/TIN
[OPTIONAL]
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER Name (First, Middle Initial, Last) Not applicable for qualified contracts.
Check one [_] Joint [_] Contingent Birth Date (mo/day/yr)
/ /
-- -- ----
---------------------------------------------------------------------------------------------------------------------------------
Street Address (Number, Street Name and Apartment or Unit Number) E-Mail Address Sex
[_] M [_] F
---------------------------------------------------------------------------------------------------------------------------------
City, State & ZIP Code SSN/TIN
- ------------------------------------------------------------------------------------------------------------------------------------
[3] BENEFICIARY Name (First, Middle Initial, Last) If no boxes are checked, default will be joint primary beneficiaries.
Select one [_] Primary [_] Contingent
--------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL BENEFICIARY Name (First, Middle Initial, Last) Use Special Requests section to provide additional beneficiaries
or beneficiary information.
--
Select one [_] Primary [_] Contingent
- ------------------------------------------------------------------------------------------------------------------------------------
[4] CONTRACT TYPE Select one. Qualified Contract Payment Type If no
[_] Non-Qualified [_] SIMPLE IRA + [_] Custodial Held IRA [_] 457 year is indicated, contribution
[_] Conduit IRA [_] SEP-IRA [_] 401(a) Pension * [_] Keogh/HR10 defaults to current tax year.
[_] IRA [_] Contributory Roth IRA [_] 401(k) * [_] TSA/403(b) [_] Transfer...... $____
[_] Conversion Roth IRA / / *Also complete Qualified Plan [_] Rollover...... $____
-- -- ---- Certification form. [_] Contribution.. $____ for tax year ____
conversion date $____ for tax year ____
+ Complete Roth/SIMPLE form if the SIMPLE IRA box is checked.
- ------------------------------------------------------------------------------------------------------------------------------------
[5] ISSUE STATE Abbreviate state [6] INITIAL PURCHASE PAYMENT Indicate the form of initial payment.
name where application is signed. ___ ___ [_] 1035 exchange/est. transfer $____________ [_] Amt. enclosed $_______________
- ------------------------------------------------------------------------------------------------------------------------------------
[7] REPLACEMENT Will any existing life insurance or annuity be (or has it been) surrendered, withdrawn from, loaned against, changed
or otherwise reduced in value, or replaced in connection with this transaction, assuming the contract applied for will be
issued?
[_] Yes [_] No If yes, provide the information below and attach any required state replacement and/or 1035
exchange/transfer forms. Use the Special Requests section to list additional insurance companies and
contract numbers.
Insurance Company Name Contract Number Contract Type Being Replaced
[_] Life Insurance [_] Fixed Annuity [_] Variable Annuity
- ------------------------------------------------------------------------------------------------------------------------------------
[8] OPTIONAL DEATH BENEFIT Subject to state availability. Annuitant(s) must not [9] OPTIONAL GUARANTEED INCOME ADVANTAGE (GIA)
be over 75 at issue. If the option is not selected, Subject to state availability. Annuitant(s)
the standard death benefit is the default. must not be over 80 at issue.
[_] Enhanced Death Benefit [_] GIA
- ------------------------------------------------------------------------------------------------------------------------------------
25-12400 01/00 280-0B [BAR CODE]
*280-0B1*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[OPTIONAL PROGRAMS]
- ------------------------------------------------------------------------------------------------------------------------------------
[16] PRE-AUTHORIZED CHECKING (PAC) FOR ADDITIONAL PURCHASE PAYMENTS PAC Amount PAC Start Date (mo/day/yr)
Each month deduct from my account shown on the attached voided check, the
amount indicated in the box at the right. Payments will be applied according __/__/____
to the allocations on this application or more current instructions, if any. Default start date is one month
To begin PAC, the first minimum installment must accompany this application. $__________ from issue.
- ------------------------------------------------------------------------------------------------------------------------------------
[17] TRANSFERS Choose one of the five transfer options under Section A. Indicate a single source account and different target
accounts. If section 12 is blank, 100% of purchase payment will be allocated to the source account below. For DCA Plus, term
must be less than or equal to the maximum term available. If not specified, default is maximum term available.
A. Dollar Cost Averaging Transfer and Term Options Earnings Sweeps Transfer Option
1. [_] DCA Plus for ________# of months 5. [_] Sweep the previous period's earnings.
2. [_] Deplete the source account in _______# of transfers
3. [_] Transfer $_______ each time for _______ years or ______ months Take from one of the following accounts.
4. [_] Transfer _______% annually for _______ years or _______ months [_] Fixed Option [_] Money Market
- ------------------------------------------------------------------------------------------------------------------------------------
B. Transfer Frequency Default is monthly. C. Start Date (mo/day/yr) Default
[_] Monthly [_] Quarterly [_] Semi-Annually [_] Annually is one frequency period after issue. __/__/____
- ------------------------------------------------------------------------------------------------------------------------------------
D. Source Account Complete if 1, 2, 3 or 4 is E. Target Account Must be different than source
selected above from Section A. Choose one. Source account. Indicate either whole percentage or
account cannot be target account. dollar amounts.
[_] Aggressive Equity [_] Equity Index Aggressive Equity ______________ Mid-Cap Value _____________
[_] Emerging Markets [_] Small-Cap Index Emerging Markets ______________ Equity Index _____________
[_] Diversified Research [_] REIT Diversified Research ______________ Small-Cap Index _____________
[_] Small-Cap Equity [_] Intl. Value Small-Cap Equity ______________ REIT _____________
[_] Intl. Large-Cap [_] Govt. Securities Intl. Large-Cap ______________ Intl. Value _____________
[_] Bond and Income [_] Managed Bond Bond and Income ______________ Govt. Securities _____________
[_] Equity [_] Money Market Equity ______________ Managed Bond _____________
[_] Multi-Strategy [_] High Yield Bond Multi-Strategy ______________ Money Market _____________
[_] Equity Income [_] Large-Cap Value Equity Income ______________ High Yield Bond _____________
[_] Growth LT [_] Fixed Growth LT ______________ Large-Cap Value _____________
[_] Mid-Cap Value [_] DCA Plus Fixed
Option 1 only. Total must equal 100% or full $ transfer amount >_____________
- ------------------------------------------------------------------------------------------------------------------------------------
[18] PRE-AUTHORIZED WITHDRAWALS Withdrawal to be issued by check unless Section 18I is completed and voided check attached.
A. Choose one withdrawal option B. Withdrawal amount to be
% of contract [_] Net of Charges [_] Gross of charges
[_] $ _______ each time [_] _______ value annually Default will be gross of charges. Available for dollar amount only.
- ------------------------------------------------------------------------------------------------------------------------------------
C. 72(t)/72(q) Check box if withdrawal is a D. Frequency Default is monthly. E. Start Date (mo/day/yr) Default is one
continuation of a series of substantially [_] Monthly [_] Semi-Annually frequency period
equal periodic payments under (S) IRC [_] Quarterly [_] Annually after issue. __/__/____
72(t) or 72(q) not calculated by
[_] Pacific Life.
- ------------------------------------------------------------------------------------------------------------------------------------
F. Duration Enter either the number of G. Federal Taxes If not specified, the minimum
months or years. 10% federal tax on non-qualified contracts and
[_] Months ______ [_] Years ______ IRAs will be withheld. Mandatory 20% on Qualified [_] Do Not Withhold
Contracts will be withheld. State mandated income [_] Withhold _____%
tax will be withheld where required by law.
- ------------------------------------------------------------------------------------------------------------------------------------
H. Source For dollar amount withdrawals only, choose one or more sources. Otherwise, withdrawals will be taken
proportionally from current allocations. Indicate dollar amounts that equal the total in 18A.
Aggressive Equity ___________ Equity ___________ Equity Index ___________ Managed Bond ___________
Emerging Markets ___________ Multi-Strategy ___________ Small-Cap Index ___________ Money Market ___________
Diversified Research ___________ Equity Income ___________ REIT ___________ High Yield Bond ___________
Small-Cap Equity ___________ Growth LT ___________ Intl. Value ___________ Large-Cap Value ___________
Intl. Large-Cap ___________ Mid-Cap Value ___________ Govt. Securities ___________ Fixed ___________
Bond and Income ___________
- -----------------------------------------------------------------------------------------------------------------------------------
I. 3rd Party Payee - Complete this section only if you want the distributions to be electronically transferred to your bank or
mailed to someone other than the owner. If the distributions are being electronically transferred to a checking account,
please attach a voided check. If electronically transferred to a savings account, please attach a deposit slip.
Name of Institution/Individual If individual, First, Middle, Last Name. Account Number
_________________________________________________________________________________________________________________________________
Street Address (Number, Street Name and Apartment or Unit Number)
_________________________________________________________________________________________________________________________________
City, State & ZIP Code ABA Number For direct deposit.
_________________________________________________________________________________________________________________________________
25-12400 01/00 280-0B [BAR CODE]
*280-OB2*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
[10] TELEPHONE[/ELECTONIC] AUTHORIZATION I will receive this privilege automatically. By checking "yes," I am authorizing and
directing Pacific Life to act on telephone [or electronic] instructions form any other person(s) who can furnish proper
identification. Pacific Life will use reasonable procedures to confirm that these instructions are authorized and genuine. As
long as these procedures are followed, Pacific Life and its affiliates and their directors, trustees, officers, employees,
representatives and/or agents, will be held harmless for any claim, liability, loss or cost. [_] Yes
- ------------------------------------------------------------------------------------------------------------------------------------
[11] ELECTRONIC DELIVERY AUTHORIZATION By checking "yes," I authorize Pacific Life to provide my statements, prospectuses and other
information electronically. I understand that I must have internet access to use this service and there may be access fees
charged by the internet service provider. [_] Yes
- ------------------------------------------------------------------------------------------------------------------------------------
[12] ALLOCATION OPTIONS If rebalancing, use percentages only. See instructions for portfolio manager names.
Aggressive Equity ________ Equity ________ Equity Index ________ Managed Bond ________ DCA Plus Fixed _______
Emerging Markets ________ Multi-Strategy ________ Small-Cap Index ________ Money Market ________ 3-year GIO _______
Diversified Research ________ Equity Income ________ REIT ________ High Yield Bond ________ 6-year GIO _______
Small-Cap Equity ________ Growth LT ________ Intl. Value ________ Large-Cap Value ________ 10-year GIO _______
Intl. Large-Cap ________ Mid-Cap Value ________ Govt. Securities ________ Fixed ________
Bond and Income ________ Must equal either 100% or full purchase payment amount >_______
- -----------------------------------------------------------------------------------------------------------------------------------
[13] REBALANCING [_] Yes, rebalance the variable accounts to the allocations Start Date (mo/day/yr) Default is one frequency
indicated in Section 12 period after issue __/__/____
Choose one frequency. Default is quarterly. [_] Quarterly [_] Semi-Annually [_] Annually
- ------------------------------------------------------------------------------------------------------------------------------------
[14] SPECIAL REQUESTS If additional space is needed, attach letter signed and dated by owner(s).
- ------------------------------------------------------------------------------------------------------------------------------------
[15] ANNUITY START DATE Contract will annuitize on this date. Start date cannot be prior to the Annuity Start Date (mo/day/yr)
first contract anniversary. If no date chosen, annuity start date is the maximum deferral __/__/____
age listed in your contract.
- ------------------------------------------------------------------------------------------------------------------------------------
[19] STATEMENT OF APPLICANT My agent and I discussed my Joint Tenants With The Right Of Survivorship and not as
financial background and as a result I believe this Tenants In Common.
contract will meet my insurable needs and financial Any person who knowingly and with intent to defraud any
objectives. I have considered the appropriateness insurance company or other person files an application for
of full or partial replacement of any existing life insurance or statement of claim containing any materially
insurance or annuity, if applicable. I understand false information or conceals for the purpose of misleading,
that contract values may increase or decrease information concerning any fact material thereto commits a
depending on the investment experience of the fraudulent insurance act, which is a crime and subjects such
variable accounts. Contract values under the variable person to criminal and civil penalties. Any portion of this
accounts are variable and are not guaranteed. I contract allocated to one or more of the variable investment
UNDERSTAND THAT ALL PAYMENTS AND VALUES PROVIDED BY options is not covered by an insurance guaranty fund or other
THE CONTRACT MAY VARY AS TO DOLLAR AMOUNT TO THE solvency protection arrangement because that portion of this
EXTENT THAT THEY ARE BASED ON THE INVESTMENT contract is held in a separate account under which the risk is
EXPERIENCE OF THE SELECTED PORTFOLIO(S). borne by the policyholder.
I have received prospectuses. I hereby represent my My signature certifies, under penalty of perjury, that the
answers to the above questions to be correct and taxpayer identification number provided is correct. I am not
true to the best of my knowledge and belief, and subject to backup withholding because: I am exempt; or I have
agree that this application will be part of the not been notified that I am subject to backup withholding
annuity contract issued by Pacific Life. I resulting from failure to report all interest or dividends;
acknowledge that corrections to my contract may or I have been notified that I am no longer subject to backup
be made from the application. My acceptance of this withholding. (Strike out the preceding sentence if subject to
contract constitutes acceptance of these corrections. backup withholding.) The IRS does not require my consent to
If there are joint applicants, the contract, if issued, any provision of this document other than the certifications
will be owned by the joint applicants as required to avoid backup withholding.
----------------------------------------------------------------------------- -----------------------------------------------
Signed at City State Where Application Signed
[SIGN HERE] [SIGN HERE]
----------------------------------------------- --------------- ---------------------------------------------- --------
Owner's Signature Date Joint Owner's Signature If applicable. Date
-----------------------------------------------------------------------------------------------------------------------------
[20] AGENT'S STATEMENT Do you have reason to believe that any existing life insurance or annuity has been (or will be)
surrendered, withdrawn from, loaned against, changed or otherwise reduced in value, or replaced in connection with this
transaction assuming the contract applied for will be issued?
[_] Yes [_] No If yes, explain in Replacement Section 7.
I certify that I am authorized and qualified to discuss this contract. I have explained to the applicant how the annuity will
meet their insurable needs and financial objectives. I have discussed the appropriateness of replacement, if applicable.
[SIGN HERE]
------------------------------------------- ------------------------------------------ ------------------------------------
Agent's Signature Print Agent's Full Name Agent's ID Number
( ) [_] A [_] B [_] C
--------------------------------------- -----------------------------------------------------------------------------------
Agent's Phone Number Agent's E-Mail Address Option
-------------------------------------------------------- ------------------------------- ----------------------------------
Brok er/Dealer's Name Brokerage Account Number Optional.
-----------------------------------------------------------------------------------------------------------------------------
25-12400 01/00 280-0B [BAR CODE]
*280-0B3*
</TABLE>
<PAGE>
EXHIBIT 5(c)
PACIFIC LIFE APPLICATION/CONFIRMATION FORM [LOGO OF PACIFIC LIFE]
Pacific Life Insurance Company
PO Box 7187, Pasadena, CA 91109-7187
1111 South Arroyo Parkway, Suite 205 [Pacific Portfolios Annuity]
Pasadena, CA 91105
<TABLE>
<S> <C> <C> <C>
[VA99999999] Initial Premium: [$10,000.00] Issue date: [01-01-2000] State Of Sale: [STATE]
</TABLE>
This form confirms the application information and receipt of your Contract.
Your payment was invested according to your instructions, consistent with the
terms of the Contract and prospectus. Carefully review the information on this
form. Any corrections should be indicated on the form. Please sign and date
this form on the reverse side and return it promptly to Pacific Life in the
enclosed postage-paid envelope. Financial transactions on the contract number
listed above cannot be processed prior to the receipt of this signed form.
- --------------------------------------------------------------------------------
ANNUITANT:
[JOHN DOE]
[1123 KONIGSALLE]
[ANYTOWN, USA]
[]
[]
[]
[###-##-####] [1-20-1945] [MALE]
- --------------------------------------------------------------------------------
Joint/Contingent (J = Joint; C = Contingent)
[][]
[]
[]
[]
[]
[]
[] [] []
================================================================================
OWNER:
[JOHN DOE]
[1123 KONIGSALLE]
[ANYTOWN, USA]
[]
[]
[]
[###-##-####] [1-20-1945] [MALE]
- --------------------------------------------------------------------------------
Joint/Contingent (J = Joint; C = Contingent)
[][]
[]
[]
[]
[]
[]
[] [] []
================================================================================
BENEFICIAR(IES): (P=Primary; C=Contingent)
[] []
[] []
[] []
[] []
[] []
[] []
================================================================================
ALLOCATION OPTIONS:
[0%] [Aggressive Equity]
[0%] [Emerging Markets]
[0%] [Diversified Research]
[0%] [Small-Cap Equity]
[0%] [International Large-Cap]
[0%] [Bond and Income]
[0%] [Equity]
[0%] [Multi-Strategy]
[0%] [Equity Income]
[0%] [Growth LT]
[0%] [Mid-Cap Value]
[0%] [Equity Index]
[0%] [Small-Cap Index]
[0%] [REIT]
[0%] [International Value]
[0%] [Government Securities]
[0%] [Managed Bond]
[0%] [Money Market]
[0%] [High Yield Bond]
[0%] [Large-Cap Value]
100% Fixed
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
================================================================================
TYPE OF PLAN: [Non-Qualified]
REBALANCING: [N] [NONE]
DEATH BENEFIT OPTION: [GDBIND]
GUARANTEED INCOME OPTION: [GIARIDER]
REPLACEMENT: [REPLACE]
DOLLAR COST AVERAGING: [DCAPLUS]
PORTFOLIO OPTIMIZATION: [PORTOP]
PRE-AUTHORIZED WITHDRAWAL: [PAW]
DEALER INFORMATION:
[CHARLES ROWLAND]
[]
================================================================================
Please See Reverse Side
254-0A 254-0A-1
[*PNUM*]
<PAGE>
TELEPHONE/ELECTRONIC AUTHORIZATION I will automatically receive this
privilege for telephone, and to the extent available, electronically. By
checking "yes," I am authorizing and directing Pacific Life to act on
telephone or electronic instructions, if electronic instruction capability is
available, from any other person(s) who can furnish proper identification.
Pacific Life will use reasonable procedures to confirm that these instructions
are authorized and genuine. As long as these procedures are followed, Pacifc
Life and its affiliates and their directors, trustees, officers, employees,
representatives and/or agents, will be held harmless for any claim, liability,
loss or cost.
[_] YES
- --------------------------------------------------------------------------------
ELECTRONIC DELIVERY AUTHORIZATION By checking "yes," I authorize Pacific Life
to provide my statements, prospectuses and other information electronically,
if electronically available. I understand that I must have internet access to
use this service and there may be access fees charged by the internet service
provider.
Owner's E-mail Address:________________________________________ [_] YES
- --------------------------------------------------------------------------------
STATEMENT OF APPLICANT
My agent and I discussed my financial background and as a result I believe this
Contract will meet my insurable needs and financial objectives. I have
considered the appropriateness of full or partial replacement of any existing
life insurance or annuity, if applicable. I understand that Contract Values
may increase or decrease depending on the investment experience of the Variable
Accounts. Contract Values under the Variable Accounts are variable and are not
guaranteed. I UNDERSTAND THAT ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT
MAY VARY AS TO DOLLAR AMOUNT TO THE EXTENT THAT THEY ARE BASED ON THE
INVESTMENT EXPERIENCE OF THE SELECTED PORTFOLIO(S).
I have received prospectuses. I hereby represent the information provided is
correct and true to the best of my knowledge and belief, and agree that this
application/confirmation will be part of the annuity Contract issued by Pacific
Life. I acknowledge that corrections to my Contract may be made from the
application/confirmation. My acceptance of this Contract constitutes
acceptance of these corrections. If there are joint applicants, the Contract,
if issued, will be owned by the joint applicants as Joint Tenants With The
Rights Of Survivorship and not as Tenants in Common.
Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim
containing any materially false information or conceals for the purpose of
misleading, information concerning any fact material thereto commits a
fraudulent insurance act, which is a crime and subjects such person to criminal
and civil penalties. This Contract is not covered by an insurance guaranty
fund or other solvency protection arrangement, therefore the policyholder bears
the risk that the company will not fulfill its obligations under the Contract.
My signature certifies, under penalty of perjury, that the taxpayer
identification number provided is correct. I am not subject to backup
withholding because; I am exempt; or I have not been notified that I am subject
to backup with-holding resulting from failure to report all interest or
dividends; or I have been notified that I am no longer subject to backup
withholding. (Strike out the preceding sentence if subject to backup
withholding.) The IRS does not require my consent to any provision of this
document other than the certifications required to avoid backup withholding.
I acknowledge that I received this Contract on / /
-- -- ----
Date
I certify that this Contract was sold and/or solicited in the state of [STATE].
/ /
- -- -- ---- ---------------------------------------------
Date Owner's Signature
/ /
- -- -- ---- ---------------------------------------------
Date Joint Owner's Signature
<PAGE>
EXHIBIT 8
FUND PARTICIPATION AGREEMENT
----------------------------
This Agreement is made the 1st day of January, 2000, by and among PACIFIC
LIFE INSURANCE COMPANY (formerly Pacific Mutual Life Insurance Company)
("Pacific Life"), a life insurance company domiciled in California, on its
behalf and on behalf of its segregated asset accounts listed on Exhibit A to
this Agreement; PACIFIC LIFE & ANNUITY COMPANY (formerly PM Group Life Insurance
Company) ("PL&A", and, together with Pacific Life, the "Companies"), a life
insurance company domiciled in Arizona, on its behalf and on behalf of its
segregated asset accounts listed on Exhibit A to this Agreement (the segregated
asset accounts of the Companies are referred to collectively as the "Separate
Accounts"); PACIFIC SELECT FUND (the "Fund"), a Massachusetts business trust;
and PACIFIC MUTUAL DISTRIBUTORS, INC. (formerly Pacific Equities Network )
("Distributor"), a California corporation.
W I T N E S S E T H
-------------------
WHEREAS, the Fund is registered with the Securities and Exchange Commission
("SEC") as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act") and the Fund is authorized to issue
separate classes of shares of beneficial interests ("shares"), each representing
an interest in a separate portfolio of assets known as a "series" and each
series has its own investment objective, policies, and limitations; and
WHEREAS, Pacific Life, the Fund and the Distributor are currently parties
to a Fund Participation Agreement dated November 6, 1992, as amended by an
Addendum to the Agreement dated January 4, 1994, an Addendum to the Agreement
dated August 15, 1994, an
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Addendum to the Agreement dated November 20, 1995, and an Addendum to the
Agreement dated December 18, 1998 (the "Current Agreement"), pursuant to which
Fund shares are offered and sold to certain segregated asset accounts of Pacific
Life; and
WHEREAS, the Fund is available to offer shares of one or more of its series
to separate accounts of insurance companies that fund variable life insurance
policies and variable annuity contracts ("Variable Contracts") and to serve as
an investment medium for Variable Contracts offered by insurance companies that
have entered into participation agreements ("Participating Insurance Companies")
substantially similar to the Current Agreement, and the Fund is currently
comprised of multiple separate series, and other series may be established in
the future; and
WHEREAS, the Fund has obtained an order from the SEC, granting
Participating Insurance Companies, separate accounts funding Variable Contracts
of Participating Insurance Companies, and the Fund, inter alia, exemptions from
the provisions of sections 9(a), 13 (a), 15(a), and 15(b) of the 1940 Act and
paragraph (b) (15) of Rule 6e-3(T) under the 1940 Act, to the extent necessary
to permit such persons to rely on the exemptive relief provided under paragraph
(b) (15) of Rule 6e-3(T), even though shares of the Fund may be offered to and
held by separate accounts funding variable annuity contracts or scheduled or
flexible premium variable life insurance contracts of both affiliated and
unaffiliated life insurance companies (the "Shared Funding Exemptive Order");
and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended ("1934 Act"), and is a
member in good standing of the National Association of Securities Dealers, Inc.
("NASD"); and
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WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies wish to purchase shares of one or more of the Fund's
series on behalf of their Separate Accounts to serve as an investment medium for
Variable Contracts funded by the Separate Accounts, and the Distributor is
authorized to sell shares of the Fund's series; and
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants hereinafter set forth, the parties hereby agree to amend and
restate the Current Agreement as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Distributor agrees to sell to the Companies those shares of the
series offered and made available by the Fund and identified in Exhibit B
("Series"), that a Company orders on behalf of its Separate Accounts, and agrees
to execute such orders on each day on which the Fund calculates its net asset
value pursuant to rules of the SEC ("business day") at the net asset value next
computed after receipt and acceptance by the Fund or its agent of the order for
the shares of the Fund.
1.2. The Fund agrees to make available on each business day shares of the
Series for purchase at the applicable net asset value per share by the Companies
on behalf of their Separate Accounts; provided, however, that the Board of
Trustees of the Fund may refuse to sell shares of any Series to any person, or
suspend or terminate the offering of shares of any Series, if such action is
required by law or by regulatory authorities having jurisdiction or is, in the
sole
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discretion of the Trustees, acting in good faith and in light of the Trustees'
fiduciary duties under applicable law, necessary in the best interests of the
shareholders of any Series.
1.3. The Fund and Distributor agree that shares of the Series of the Fund
will be sold only to Participating Insurance Companies, their separate accounts,
and other persons consistent with each Series being adequately diversified
pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended
("Code") and the regulations thereunder.
1.4. The Fund and the Distributor will not sell shares of the Series to any
insurance company other than the Companies or to the separate account of any
such other insurance company unless an agreement containing provisions
substantially the same as those in Article IV and Sections 5.5 and 5.6 of
Article V of this Agreement is in effect to govern such sales.
1.5. Upon receipt of a request for redemption in proper form from a
Company, the Fund agrees to redeem any full or fractional shares of the Series
held by the Company, ordinarily executing such requests on each business day at
the net asset value next computed after receipt and acceptance by the Fund or
its agent of the request for redemption, except that the Fund reserves the right
to suspend the right of redemption, consistent with Section 22(e) of the 1940
Act and any rules thereunder. Such redemption shall be paid consistent with
applicable rules of the SEC and procedures and policies of the Fund as described
in the current prospectus.
1.6. Each Company agrees to purchase and redeem the shares of each Series
in accordance with the provisions of the current prospectus for the Fund.
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<PAGE>
1.7. Each Company shall pay for shares of the Series in federal funds
transmitted by wire no later than 11:00 a.m. Eastern time the next following
business day after it places an order to purchase shares.
1.8. Issuance and transfer of shares of the Series will be by book entry
only unless otherwise agreed by the Fund. Stock certificates will not be issued
to the Companies or the Separate Accounts unless otherwise agreed by the Fund.
Shares ordered from the Fund will be recorded in an appropriate title for the
Separate Accounts or the appropriate subaccounts of the Separate Accounts.
1.9. The Fund shall promptly furnish notice (by wire or telephone, followed
by written confirmation) to each Company of any income dividends or capital gain
distributions payable on the shares of the Series. Each Company hereby elects
to reinvest in the Series all such dividends and distributions as are payable on
a Series' shares and to receive such dividends and distributions in additional
shares of that Series. Each Company reserves the right to revoke this election
in writing and to receive all such dividends and distributions in cash. The
Fund shall notify each Company of the number of shares so issued as payment of
such dividends and distributions.
1.10. The Fund shall instruct its recordkeeping agent to advise each
Company on each business day of the net asset value per share for each Series as
soon as reasonably practicable after the net asset value per share is
calculated.
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<PAGE>
ARTICLE II. Representations and Warranties
------------------------------
2.1. Pacific Life represents and warrants that it is an insurance company
duly organized and in good standing under applicable law and that it is taxed as
an insurance company under Subchapter L of the Code.
2.2. PL&A represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it is taxed as an
insurance company under Subchapter L of the Code.
2.3. Pacific Life represents and warrants that it has legally and validly
established each of its Separate Accounts as a segregated asset account under
the California Insurance Code, and that each of its Separate Accounts is a
validly existing segregated asset account under applicable federal and state
law.
2.4. PL&A represents and warrants that it has legally and validly
established each of its Separate Accounts as a segregated asset account under
the Arizona Insurance Code, and that each of the Separate Accounts is a validly
existing segregated asset account under applicable federal and state law.
2.5. Pacific Life represents and warrants that the Variable Contracts
issued by it or interests in its Separate Accounts under such Variable Contracts
(1) are or, prior to issuance, will be registered as securities under the
Securities Act of 1933 ("1933 Act") or, alternatively (2) are not registered
because they are properly exempt from registration under the 1933 Act or will be
offered exclusively in transactions that are properly exempt from registration
under the 1933 Act.
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<PAGE>
2.6. PL&A represents and warrants that the Variable Contracts issued by it
or interests in its Separate Accounts under such Variable Contracts (1) are or,
prior to issuance, will be registered as securities under the Securities Act of
1933 ("1933 Act") or, alternatively (2) are not registered because they are
properly exempt from registration under the 1933 Act or will be offered
exclusively in transactions that are properly exempt from registration under the
1933 Act.
2.7. Each Company represents and warrants that each of its Separate
Accounts (1) has been registered as a unit investment trust in accordance with
the provisions of the 1940 Act or, alternatively (2) has not been registered in
proper reliance upon an exclusion from registration under the 1940 Act.
2.8. Each Company represents that it believes, in good faith, that the
Variable Contracts issued by that Company are currently treated as annuity
contracts or life insurance policies (which may include modified endowment
contracts), whichever is appropriate, under applicable provisions of the Code.
2.9. The Fund represents and warrants that it is duly organized as a
business trust under the laws of the Commonwealth of Massachusetts, and is in
good standing under applicable law.
2.10. The Fund represents and warrants that the shares of the Series are
duly authorized for issuance in accordance with applicable law and that the Fund
is registered as an open-end management investment company under the 1940 Act.
7
<PAGE>
2.11. The Fund represents that it believes, in good faith, that the Series
currently comply with the diversification provisions of Section 817(h) of the
Code and the regulations issued thereunder relating to the diversification
requirements for variable life insurance policies and variable annuity
contracts.
2.12. The Distributor represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC.
ARTICLE III. General Duties
--------------
3.1. The Fund shall take all such actions as are necessary to permit the
sale of the shares of each Series to the Separate Accounts, including
maintaining its registration as an investment company under the 1940 Act, and
registering the shares of the 1933 Act for so long as required by applicable
law. The Fund shall amend its Registration Statement filed with the SEC under
the 1933 Act and the 1940 Act from time to time as required in order to effect
the continuous offering of the shares of the Series. The Fund shall register and
qualify the shares for sale in accordance with the laws of the various states to
the extent deemed necessary by the Fund or the Distributor.
3.2. The Fund shall make every effort to maintain qualification of each
Series as a Regulated Investment Company under Subchapter M of the Code (or any
successor or similar provision) and shall notify the Companies immediately upon
having a reasonable basis for believing that a Series has ceased to so qualify
or that it might not so qualify in the future.
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<PAGE>
3.3. The Fund shall make every effort to enable each Series to comply with
the diversification provisions of Section 817(h) of the Code and the regulations
issued thereunder relating to the diversification requirements for variable life
insurance policies and variable annuity contracts and any prospective amendments
or other modifications to Section 817 or regulations thereunder, and shall
notify the Companies immediately upon having reasonable basis for believing
that any Series has ceased to comply.
3.4. The Fund shall be entitled to receive and act upon advice of its
General Counsel or its outside counsel in meeting the requirements specified in
Section 3.2 and 3.3 hereof.
3.5. Each Company shall take all such actions as are necessary under
applicable federal and state law to permit the sale of the Variable Contracts
issued by that Company, including registering each Separate Account as an
investment company to the extent required under the 1940 Act, and registering
the Variable Contracts or interests in the Separate Accounts under the Variable
Contracts to the extent required under the 1933 Act, and obtaining all necessary
approvals to offer the Variable Contracts from state insurance commissioners.
3.6. Each Company shall make every effort to maintain the treatment of the
Variable Contracts issued by that Company as annuity contracts or life insurance
policies, whichever is appropriate, under applicable provisions of the Code, and
shall notify the Fund and the Distributor immediately upon having a reasonable
basis for believing that such Variable Contracts have ceased to be so treated or
that they might not be so treated in the future.
9
<PAGE>
3.7. Each Company shall offer and sell the Variable Contracts issued by
that Company in accordance with applicable provisions of the 1933 Act, the 1934
Act, the 1940 Act, the NASD Conduct Rules, and state law respecting the offering
of variable life insurance policies and variable annuity contracts.
3.8. The Distributor shall sell and distribute the shares of the Series of
the Fund in accordance with the applicable provisions of the 1933 Act, the 1934
Act, the 1940 Act, the NASD Conduct Rules, and state law.
3.9. A majority of the Board of Trustees of the Fund shall consist of
persons who are not "interested persons" of the Fund, as defined by Section
2(a)(19) of the 1940 Act ("disinterested Trustees"), except that if this
provision of this Section 3.9 is not met by reason of the death,
disqualification, or bona fide resignation of any Trustee or Trustees, then the
operation of this provision shall be suspended (a) for a period of 45 days if
the vacancy or vacancies may be filled by the Fund's Board; (b) for a period of
60 days if a vote of shareholders is required to fill the vacancy or vacancies;
or (c) for such longer period as the SEC may prescribe by order upon
application.
3.10. Each Company agrees to provide, as promptly as possible, notice to
the Fund and to the Distributor if that Company has reason to know about a
meeting of some or all of the owners of the Variable Contracts or shareholders
of the Fund, where the agenda or purpose of the meeting relates, in whole or in
part, to the Fund, and that has not been called by the Fund's Board of Trustees
(and which shall not include a vote of Variable Contract Owners having an
interest in a Separate Account to substitute shares of another investment
company for
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<PAGE>
corresponding shares of the Fund or a Series, as described in Section 9.1(e) and
to which the notice provision of Section 9.2 shall apply). In such an event,
that Company agrees to distribute proxy statements and any additional
solicitation materials upon the request of the Fund or the Distributor to the
owners of the Variable Contracts issued by that Company at least 30 days prior
to the meeting. That Company further agrees that it shall take no action,
directly or indirectly, in furtherance of shareholders of the Fund or Contract
Owners taking any action with respect to the Fund by written consent and without
a meeting.
3.11. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities having jurisdiction (including, without
limitation, the SEC, the NASD, and state insurance regulators) and shall permit
such authorities reasonable access to its books and records in connection with
any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Fund's Board of Trustees shall monitor the Fund for the existence
of any material irreconcilable conflict: (1) between the interests of owners of
scheduled premium variable life insurance policies and owners of flexible
premium variable life insurance policies; (2) between the interests of owners of
variable annuity contracts and owners of scheduled premium or flexible premium
variable life insurance policies, and (3) between the interests of owners of
Variable Contracts ("Variable Contract Owners") issued by different
Participating Insurance Companies that invest in the Fund. An irreconcilable
material conflict may arise for a variety of reasons, including: (a) an action
by any state insurance regulatory authority; (b) a
11
<PAGE>
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretive letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of the Fund or any
Series are being managed; (e) a decision by a Participating Insurance Company to
disregard the voting instructions of Variable Contract Owners.
4.2. Each Company agrees that it shall be responsible for reporting any
potential or existing conflict to the Fund's Board of Trustees. Each Company
will be responsible for assisting the Board of Trustees of the Fund in carrying
out its responsibilities under this Agreement, by providing the Board with all
information reasonably necessary for the Board to consider any issues raised.
This includes, but is not limited to, an obligation by each Company to inform
the Board whenever Variable Contract Owner voting instructions are disregarded.
Each Company shall carry out its responsibility under this Section 4.2 with a
view only to the interests of its Variable Contract Owners.
4.3. Each Company agrees that in the event that it is determined by a
majority of the Board of Trustees of the Fund or a majority of the Fund's
disinterested Trustees that a material irreconcilable conflict exists, that
Company shall, to the extent reasonably practicable (as determined by a majority
of the disinterested Trustees of the Board of the Fund), take whatever steps are
necessary to eliminate the irreconcilable material conflict, including: (1)
withdrawing the assets allocable to some or all of the Separate Accounts from
the Fund or any Series and reinvesting such assets in a different investment
medium, which may include another Series of
12
<PAGE>
the Fund, or submitting the question of whether such segregation should be
implemented to a vote of all affected Variable Contract Owners and, as
appropriate, segregating the assets of any appropriate group (i.e., Contract
----
Owners of Variable Contracts issued by one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
Variable Contract Owners the option of making such a change; and (2)
establishing a new registered management investment company or managed separate
account. If a material irreconcilable conflict arises because of a Company's
decision to disregard Variable Contract Owners' voting instructions and that
decision represents a minority position or would preclude a majority vote, that
Company shall be required, at the Fund's election, to withdraw its Separate
Accounts' investment in the Fund, and no charge or penalty will be imposed as a
result of such withdrawal. The Fund shall neither be required to bear the costs
of remedial actions taken to remedy a material irreconcilable conflict nor shall
it be requested to pay a higher investment advisory fee for the sole purpose of
covering such costs. In addition, no Variable Contract Owner shall be required
directly or indirectly to bear the direct or indirect costs or remedial actions
taken to remedy a material irreconcilable conflict. A new funding medium for any
Variable Contract need not be established pursuant to this Section 4.3, if an
offer to do so has been declined by vote of a majority of Variable Contract
Owners materially adversely affected by the irreconcilable material conflict.
All reports received by the Fund's Board of Trustees of potential or existing
conflicts, and all Board action with regard to determining the existence of a
conflict, notifying Participating Insurance Companies and the Fund's investment
adviser of a conflict, and determining whether any proposed action adequately
remedies a conflict, shall be properly recorded in the minutes of the Board of
Trustees of the Fund or other appropriate
13
<PAGE>
records, and such minutes or other records shall be made available to the SEC
upon request. Each Company and the Fund shall carry out their responsibilities
under this Section 4.3 with a view only to the interests of the Variable
Contract Owners.
4.4. The Board of Trustees of the Fund shall promptly notify each Company
in writing of its determination of the existence of an irreconcilable material
conflict and its implications.
ARTICLE V. Prospectuses and Proxy Statements; Voting
-----------------------------------------
5.1. Each Company shall distribute such prospectuses, proxy statements and
periodic reports of the Fund to the owners of Variable Contracts issued by that
Company as required to be distributed to such Variable Contract Owners under
applicable federal or state law.
5.2. The Distributor shall provide each Company with as many copies of the
current prospectus of the Fund as that Company may reasonably request. If
requested by a Company in lieu thereof, the Fund shall provide such
documentation (including a final copy of the Fund's prospectus as set in type,
electronic file or in camera-ready copy) and other assistance as is reasonably
necessary in order for the Company to print together in one document the current
prospectus for the Variable Contracts issued by the Company and the current
prospectus for the Fund. The Fund shall bear the expense of printing copies of
its current prospectus that will be distributed to existing Variable Contract
Owners, and each Company shall bear the expense of printing copies of the Fund's
prospectus that are used in connection with offering those Variable Contracts
issued by that Company.
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<PAGE>
5.3. The Fund and the Distributor shall provide (1) at the Fund's expense,
one copy of the Fund's current Statement of Additional Information ("SAI") to
each Company and to any owner of a Variable Contract issued by a Company who
requests such SAI, (2) at a Company's expense, such additional copies of the
Fund's current SAI as that Company shall reasonably request and that that
Company shall require in accordance with applicable law in connection with
offering the Variable Contracts issued by that Company.
5.4. The Fund, at its expense, shall provide a Company with copies of its
proxy material, periodic reports to shareholders and other communications to
shareholders in such quantity as that Company shall reasonably require for
purposes of distributing to owners of Variable Contracts issued by that Company.
The Fund, at a Company's expense, shall provide that Company with copies of its
periodic reports to shareholders and other communications to shareholders in
such quantity as that Company shall reasonably request for use in connection
with offering the Variable Contracts issued by that Company. If requested by a
Company in lieu thereof, the Fund shall provide such documentation (including a
final copy of the Fund's proxy materials, periodic reports to shareholders and
other communications to shareholders, as set in type or in camera-ready copy)
and other assistance as reasonably necessary in order for that Company to print
such shareholder communications for distribution to owners of Variable Contracts
issued by that Company.
5.5. For so long as the SEC interprets the 1940 Act to require pass-through
voting by Participating Insurance Companies whose Separate Accounts are
registered as investment companies under the 1940 Act, each Company shall vote
shares of each Series of the Fund held
15
<PAGE>
in a Separate Account or a subaccount thereof that is registered as an
investment company under the 1940 Act, at regular and special meetings of the
Fund in accordance with instructions timely received by that Company (or its
designated agent) from owners of Variable Contracts funded by such Separate
Account or subaccount thereof having a voting interest in the Series. Each
Company shall vote shares of a Series of the Fund held in a such a registered
Separate Account or a subaccount thereof that are attributable to its Variable
Contracts as to which no timely instructions are received, as well as shares
held in such Separate Account or subaccount thereof that are not attributable to
its Variable Contracts and owned beneficially by the Company (resulting from
charges against the Variable Contracts or otherwise), in the same proportion as
the votes cast by owners of the Variable Contracts funded by that Separate
Account or subaccount thereof having a voting interest in the Series from whom
instructions have been timely received. Each Company shall vote shares of each
Series of the Fund held in its general account, if any, in the same proportion
as the votes cast with respect to shares of the Series held in all Separate
Accounts of that Company or subaccounts thereof, whether or not registered, in
the aggregate.
5.6. The Fund shall disclose in its prospectus or Statement of Additional
Information, to the extent pertinent, that (1) shares of the Series of the Fund
are offered to affiliated or unaffiliated insurance company separate accounts
which fund both annuity and life insurance contracts and, (2) due to differences
in tax treatment or other considerations, the interests of various Variable
Contract Owners participating in the Fund or a Series might at some time be in
conflict, and (3) the Board of Trustees of the Fund will monitor for any
material conflicts and determine what action, if any, should be taken. The Fund
hereby notifies the Companies that
16
<PAGE>
prospectus disclosure may be appropriate, to the extent pertinent, regarding
potential risks of offering shares of the Fund to separate accounts funding both
variable annuity contracts and variable life insurance policies, to separate
accounts funding Variable Contracts of unaffiliated life insurance companies.
ARTICLE VI. Sales Material and Information
------------------------------
6.1. Each Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund (or any Series thereof) or its investment advisers or
the Distributor is named, and no such sales literature or other promotional
material shall be used without the approval of the Fund and the Distributor or
the designee of either.
6.2. Each Company agrees that neither it nor any of its affiliates or
agents shall give any information or make any representations or statements on
behalf of the Fund or concerning the Fund other than the information or
representations contained in the Registration Statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Distributor or its designee, except with the permission of
the Fund or its designee or the Distributor or its designee.
6.3. The Fund or the Distributor or the designee of either shall furnish to
each Company or its designee, each piece of sales literature or other
promotional material in which
17
<PAGE>
that Company or its Separate Accounts are named, and no such material shall be
used without the approval of that Company or its designee.
6.4. The Fund and the Distributor agree that each, and the affiliates and
agents of each, shall not give any information or make any representations on
behalf of a Company or concerning that Company, its Separate Accounts, or the
Variable Contracts issued by that Company, other than the information or
representations contained in a registration statement or prospectus for such
Variable Contracts, as such registration statement and prospectus may be amended
or supplemented from time to time, or in reports for the Separate Accounts or
prepared for distribution to owners of such Variable Contracts, or in sales
literature or other promotional material approved by that Company or its
designee, except with the permission of that Company.
6.5. The Fund will provide to each Company at least one complete copy of
all prospectuses, Statements of Additional Information, reports, proxy
statements and other voting solicitation materials, and all amendments and
supplements to any of the above, that relate to the Fund or its shares, promptly
after the filing of such document with the SEC or other regulatory authorities.
6.6. Each Company will provide to the Fund at least one complete copy of
all prospectuses (which shall include an offering memorandum if the Variable
Contracts issued by that Company or interests therein are not registered under
the 1933 Act), Statements of Additional Information, reports, solicitations for
voting instructions, and all amendments or supplements to any of the above, that
relate to the Variable Contracts issued by that Company or
18
<PAGE>
its Separate Accounts promptly after the filing of such document with the SEC or
other regulatory authority.
6.7. For purposes of this Article VI, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, computerized media, or other public
media), sales literature (i.e., any written communication distributed or made
generally available to customers or the public, including brochures, circulars,
research reports, market letters, seminar texts, reprints or excerpts of any
other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees.
ARTICLE VII. Indemnification
---------------
7.1. Indemnification by Pacific Life
-------------------------------
7.1(a). Pacific Life agrees to indemnify and hold harmless the Fund,
each of its Trustees and officers, any affiliated person of the Fund within the
meaning of Section 2(a) (3) of the 1940 Act, and the Distributor (collectively,
the "Indemnified Parties" for purposes of this Section 7.1 and Section 7.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of Pacific Life) or litigation expenses
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages,
19
<PAGE>
liabilities or litigation expenses are related to the sale or acquisition of the
Fund's shares or the Variable Contracts issued by Pacific Life and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement or
prospectus (which shall include an offering memorandum) for the Variable
Contracts issued by Pacific Life or sales literature for such Variable Contracts
(or any amendment or supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with information furnished
to Pacific Life by or on behalf of the Fund for use in the registration
statement or prospectus for the Variable Contracts issued by Pacific Life or
sales literature (or any amendment or supplement) or otherwise for use in
connection with the sale of such Variable Contracts or Fund shares; or
(ii) arise out of or as a result of any statement or representation
(other than statements or representations contained in the registration
statement, prospectus or sales literature for the Variable Contracts not
supplied by Pacific Life or persons under its control) or wrongful conduct of
Pacific Life or any of its affiliates, employees or agents with respect to the
sale or distribution of the Variable Contracts issued by Pacific Life or the
Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement, prospectus, or sales
literature of the Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Fund by or on behalf of Pacific Life;
except to the extent provided in Sections 7.1(b) and 7.1(c) hereof.
7.1(b). Pacific Life shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
expenses to which an Indemnified Party would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his or
her duties or by reason of his or her reckless disregard of obligations or
duties under this Agreement or to the Fund.
20
<PAGE>
7.1(c). Pacific Life shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Party shall have notified Pacific Life in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Party (or after such
Party shall have received notice of such service on any designated agent), but
failure to notify Pacific Life of any such claim shall not relieve Pacific Life
from any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Parties, Pacific Life
shall be entitled to participate, at its own expense, in the defense of such
action. Pacific Life also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from
Pacific Life to such party of Pacific Life's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and Pacific Life will not be liable to such
party under this Agreement for any legal or other expenses subsequently incurred
by such party independently in connection with the defense thereof other than
reasonable costs of investigation.
7.1(d). The Indemnified Parties shall promptly notify Pacific Life of
the commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Fund shares or the Variable Contracts issued by
Pacific Life or the operation of the Fund.
21
<PAGE>
7.2. Indemnification by PL&A
-----------------------
7.2(a). PL&A agrees to indemnify and hold harmless the Indemnified
Parties against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of PL&A) or litigation
expenses (including legal and other expenses), to which the Indemnified Parties
may become subject under any statue, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or litigation expenses are
related to the sale or acquisition of the Fund's shares or the Variable
Contracts issued by PL&A and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement or
prospectus (which shall include an offering memorandum) for the Variable
Contracts issued by PL&A or sales literature for such Variable Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with information furnished
to PL&A by or on behalf of the Fund for use in the registration statement or
prospectus for the Variable Contracts issued by PL&A or sales literature (or any
amendment or supplement) or otherwise for use in connection with the sale of
such Variable Contracts or Fund shares; or
(ii) arise out of or as a result of any statement or representation
(other than statements or representations contained in the registration
statement, prospectus or sales literature for the Variable Contracts not
supplied by PL&A or persons under its control) or wrongful conduct of PL&A or
any of its affiliates, employees or agents with respect to the sale or
distribution of the Variable Contracts issued by PL&A or the Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement, prospectus, or sales
literature of the Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Fund by or on behalf of PL&A;
except to the extent provided in Sections 7.2(b) and 7.2(c) hereof.
22
<PAGE>
7.2(b). PL&A shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation expenses
to which an Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his or her
duties or by reason of his or her reckless disregard of obligations or duties
under this Agreement or to the Fund.
7.2(c). PL&A shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such Party
shall have notified PL&A in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim shall
have been served upon such Indemnified Party (or after such Party shall have
received notice of such service on any designated agent), but failure to notify
PL&A of any such claim shall not relieve PL&A from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, PL&A shall be entitled to participate,
at its own expense, in the defense of such action. PL&A also shall be entitled
to assume the defense thereof, with counsel satisfactory to the party named in
the action. After notice from PL&A to such party of PL&A's election to assume
the defense thereof, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it, and PL&A will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.
23
<PAGE>
7.2(d). The Indemnified Parties shall promptly notify PL&A of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Variable Contracts issued by PL&A
or the operation of the Fund.
7.3. Indemnification by the Distributor
----------------------------------
7.3(a). The Distributor agrees to indemnify and hold harmless the
Fund and each Company and each of their trustees, directors and officers and
each person, if any, who is an affiliated person of the Fund or that Company
within the meaning of Section 2(a)(3) the 1940 Act (collectively, the
"Indemnified Parties" for purposes of this Section 7.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Distributor) or litigation expenses (including legal
and other expenses) to which the Indemnified parties may become subject under
any statute, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or litigation expenses are related to the sale or
acquisition of the Fund's shares or the Variable Contracts issued by that
Company and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement or
prospectus or sales literature of the Fund (or any amendment or supplement to
any of the foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified party if such
statement or omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Distributor or the Fund
or the designee or either by or on behalf of that Company for use in the
registration statement or prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the sale of the
Variable Contracts issued by that Company or Fund shares; or
(ii) arise out of or as a result of any statement or representation
(other than statements or representations contained in the registration
statement, prospectus or sales literature for the Variable Contracts not
supplied by the Distributor or any employees or agents
24
<PAGE>
thereof) or wrongful conduct of the Fund or Distributor, or the affiliates,
employees, or agents of the Fund or the Distributor with respect to the sale or
distribution of the Variable Contracts issued by that Company or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement, prospectus, or sales
literature covering the Variable Contracts issued by that Company, or any
amendment thereof or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statement or statements therein not misleading, if such statement or
omission was made in reliance upon information furnished to that Company by or
on behalf of the Fund;
except to the extent provided in Sections 7.3(b) and 7.3(c) hereof.
7.3(b). The Distributor shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation expenses to which an Indemnified party would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of his or her duties or by reason of his or her reckless
disregard of obligations and duties under this Agreement or to a Company or its
Separate Accounts.
7.3(c). The Distributor shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Party shall have received notice of such
service on any designated agent), but failure to notify the Distributor of any
such claim shall not relieve the Distributor from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this Indemnification Provision. In case any such
25
<PAGE>
action is brought against the Indemnified Parties, the Distributor will be
entitled to participate, at its own expense, in the defense thereof. The
Distributor also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Distributor
to such party of the Distributor's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Distributor will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
7.3(d). The Company shall promptly notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Variable Contracts
issued by the Company or the operation of the Separate Accounts.
ARTICLE VIII. Applicable Law
--------------
8.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of California.
8.2. This Agreement shall be subject to the provisions of the 1933, 1934,
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, the Amended Shared Funding Order) and the terms
hereof shall be interpreted and construed in accordance therewith.
26
<PAGE>
ARTICLE IX. Termination
-----------
9.1. This Agreement shall terminate:
(a) at the option of any party upon 180 days advance written notice
to the other parties; or
(b) as to a Company, at the option of that Company if shares of the
Series are not reasonably available to meet the requirements of the Variable
Contracts issued by that Company, as determined by that Company, and upon prompt
notice by that Company to the other parties; or
(c) as to a Company, at the option of the Fund or the Distributor
upon institution of formal proceedings against that Company or its agent by the
NASD, the SEC, or any state securities or insurance department or any other
regulatory body regarding that Company's duties under this Agreement or related
to the sale of the Variable Contracts issued by that Company, the operation of
the Separate Accounts, or the purchase of the Fund shares; or
(d) as to a Company, at the option of that Company upon institution
of formal proceedings against the Fund or the Distributor by the NASD, the SEC,
or any state securities or insurance department or any other regulatory body; or
(e) as to a Company, upon requisite vote of the Variable Contract
Owners having an interest in its Separate Accounts (or any subaccounts thereof)
to substitute the shares of another investment company for the corresponding
shares of the Fund or a Series in
27
<PAGE>
accordance with the terms of the Variable Contracts for which those shares had
been selected to serve as the underlying investment media; or
(f) in the event any of the shares of a Series are not registered,
issued or sold in accordance with the applicable state and/or federal law, or
such law precludes the use of such shares as the underlying investment media of
the Variable Contracts issued or to be issued by a Company; or
(g) by any party to the Agreement upon a determination by a majority
of the Trustees of the Fund, or a majority of its disinterested Trustees, that
an irreconcilable conflict exists; or
(h) as to any Company, at the option of that Company if the Fund or a
Series fails to meet the diversification requirements specified in Section 3.3
hereof.
9.2. Each party to this Agreement shall promptly notify the other parties
to the Agreement of the institution against such party of any such formal
proceedings as described in Sections 8.1(c) and (d) hereof. Each Company shall
give 60 days prior written notice to the Fund of the date of any proposed vote
of its Variable Contract Owners to replace the Fund's shares as described in
Section 9.1(e) hereof.
9.3. If this Agreement terminates, any provision of this Agreement
necessary to the orderly windup of business under it will remain in effect as to
that business, after termination.
28
<PAGE>
ARTICLE X. Notices
-------
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Fund: If to PL&A:
Pacific Select Fund Pacific Life and Annuity Company
Attn: Variable Regulatory Attn: Variable Regulatory Compliance
Compliance Department Department
700 Newport Center Drive 700 Newport Center Drive
P.O. Box 7500 P.O. Box 7500
Newport Beach, CA 92660 Newport Beach, CA 92660
If to the Distributor: If to Pacific Life:
Pacific Mutual Distributors Pacific Life Insurance Company
Attn: Compliance Officer Attn: Variable Regulatory Compliance
700 Newport Center Drive, NB-4 Department
Newport Beach, CA 92660 700 Newport Center Drive
P.O. Box 7500
Newport Beach, CA 92660
ARTICLE XI. Miscellaneous
-------------
11.1. The Fund and the Company agree that if and to the extent Rule 6e-2 or
Rule 6e-3(T) under the 1940 Act is amended or if Rule 6e-3 is adopted in final
form, to the extent applicable, the Fund and the Company shall each take such
steps as may be necessary to comply with those Rules, as may be applicable, as
amended or adopted in final form.
11.2. A copy of the Fund's Agreement and Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts and notice is hereby
given that the Agreement has been executed on behalf of the Fund by a Trustee of
the Fund in his or her capacity as
29
<PAGE>
Trustee and not individually. The obligations of this Agreement shall only be
binding upon the assets and property of the Fund and shall not be binding upon
any Trustee, officer or shareholder of the Fund individually.
11.3. Nothing in this Agreement shall impede the Fund's Trustees or
shareholders of the shares of the Fund's Series from exercising any of the
rights provided to such Trustees or shareholders in the Fund's Agreement and
Declaration of Trust, as amended, a copy of which will be provided to the
Company upon request.
11.4. It is understood that the name "Pacific", "Pacific Life", "Pacific
Select" or any derivative thereof or logo associated with that name is the
valuable property of Pacific Life, and that the Fund has the right to use such
name (or derivative or logo) only so long as this Agreement is in effect. Upon
termination of this Agreement the Companies shall forthwith cease to use such
name (or derivative or logo).
11.5. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
11.6. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
11.7. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
30
<PAGE>
11.8. This Agreement may not be assigned by any party to the Agreement
except with the written consent of the other parties to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
PACIFIC SELECT FUND
ATTEST: /s/ AUDREY L. MILFS BY: /s/ THOMAS C. SUTTON
----------------------- -----------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board & Trustee
PACIFIC MUTUAL DISTRIBUTORS, INC.
ATTEST: /s/ AUDREY L. MILFS BY: /s/ GERALD W. ROBINSON
----------------------- -----------------------
Name: Audrey L. Milfs Name: Gerald W. Robinson
Title: Secretary Title: Chairman & Chief Exec. Officer
31
<PAGE>
PACIFIC LIFE INSURANCE COMPANY
ATTEST: /s/ AUDREY L. MILFS BY: /s/ THOMAS C. SUTTON
----------------------- ----------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board & Chief
Exec. Officer
ATTEST: /s/ AUDREY L. MILFS BY /s/ GLENN S. SCHAFER
----------------------- -----------------------
Name: Audrey L. Milfs Name: Glenn S. Schafer
Title: Secretary Title: President
PACIFIC LIFE & ANNUITY COMPANY
ATTEST: /s/ AUDREY L. MILFS BY: /s/ LYNN C. MILLER
----------------------- ----------------------
Name: Audrey L. Milfs Name: Lynn C. Miller
Title: Secretary Title: Executive Vice President
32
<PAGE>
Exhibit A
Separate Accounts of Pacific Life Insurance Company:
Pacific Select Separate Account
Pacific Select Exec Separate Account
Pacific Select COLI Separate Account
Pacific Select Variable Annuity Separate Account
Separate Account A
Separate Account B
Pacific Select Value Separate Account
Pacific Corinthian Variable Separate Account
Pacific COLI Separate Account II
Pacific COLI Separate Account III
Separate Accounts of Pacific Life and Annuity Company:
Pacific Select Exec Separate Account
Separate Account A
33
<PAGE>
Exhibit B
Money Market Portfolio
High Yield Bond Portfolio
Managed Bond Portfolio
Government Securities Portfolio
Small-Cap Equity Portfolio
Aggressive Equity Portfolio
Growth LT Portfolio
Equity Income Portfolio
Multi-Strategy Portfolio
Large-Cap Value Portfolio
Mid-Cap Value Portfolio
Equity Portfolio
Bond and Income Portfolio
Equity Index Portfolio
Small-Cap Index Portfolio
REIT Portfolio
International Value Portfolio
Emerging Markets Portfolio
International Large-Cap Portfolio
Diversified Research Portfolio
I-Net Tollkeeper Portfolio*
*Effective 05/01/2000
34
<PAGE>
EXHIBIT 15
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ TC SUTTON
Thomas C. Sutton
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ GLENN S. SCHAFER
Glenn S. Schafer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ DAVID R. CARMICHAEL
David R. Carmichael
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ AUDREY L. MILFS
Audrey L. Milfs
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ KHANH T. TRAN
Khanh T. Tran
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ EDWARD R. BYRD
Edward R. Byrd
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ BRIAN D. KLEMENS
Brian D. Klemens
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Jane A. Kanter, Keith T. Robinson and Robin Yonis
Sandlaufer his/her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution for him/her in his/her name, place, and
stead, in any and all Registration Statements applicable to Pacific Select
Separate Account of Pacific Life Insurance Company, Pacific Select Exec Separate
Account of Pacific Life Insurance Company, Pacific Select Variable Annuity
Separate Account of Pacific Life Insurance Company, Separate Account A of
Pacific Life Insurance Company, Separate Account B of Pacific Life Insurance
Company and Pacific Corinthian Variable Separate Account of Pacific Life
Insurance Company and any amendments or supplements thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 22, 2000 /s/ GERALD W. ROBINSON
Gerald W. Robinson
