As filed with the Securities and Exchange Commission on December 13, 2019
Registration Nos.
333-231311
811-05563
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | x |
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Pre-Effective Amendment No. | o |
Post-Effective Amendment No. 1 | x |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
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Amendment No. 481 | x |
PACIFIC SELECT EXEC SEPARATE ACCOUNT OF
PACIFIC LIFE INSURANCE COMPANY
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)
(949) 219-3943
(Depository’s Telephone Number, including Area Code)
Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 (File No. 333-231311) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement.
This Post-Effective Amendment No. 1 consists of the following:
1. Facing Sheet of the Registration Statement
2. Part C to the Registration Statement
3. Reinsurance Agreement and Amendment exhibits to Item 26 to the Registration Statement
This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. Part A and Part B of Pre-Effective Amendment No. 2 to the Registration Statement are hereby incorporated by reference.
PACIFIC SELECT EXEC SEPARATE ACCOUNT
PART C: OTHER INFORMATION
Item 26. Exhibits
(1) | (a) | Resolution of the Board of Directors of the Depositor dated November 22, 1989 and copies of the Memoranda concerning Pacific Select Exec Separate Account dated May 12, 1988 and January 26, 1993. Filed as part of the Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. |
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| (b) | Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws. Filed as part of the Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. |
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(2) | Inapplicable |
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(3) | (a) | Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD); Filed as part of the Registration Statement on Form N-6 on May 27, 2011, File No. 333-172851, Accession Number 0000950123-11-054590. |
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| (b) | Form of Selling Agreement Between Pacific Mutual Distributors, Inc. and Various Broker-Dealers; Filed as part of the Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. |
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| (c) | Distribution Agreement Between Pacific Select Distributors, Inc. and T. Rowe Price Investment Services, Inc.; Filed as part of the Registration Statement on Form N-6 on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254. |
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| (d) | Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company and Pacific Select Distributors, LLC (PSD) (Amended and Restated); Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
(4) | (a) | Flexible Premium Variable Life Insurance Policy (form ICC19 P19VUL); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (1) | Specifications page (form ICC19 S19MVL); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (b) | Conversion Rider (form ICC13 R13CON); Filed as part of the Registration Statement on Form N-6 on February 7, 2014, File No. 333-153022, Accession Number 0001193125-14-040507. | |
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| (c) | Flexible Duration No-Lapse Guarantee Rider (form ICC17 R17FNL); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (1) | Specifications pages (form ICC18 S18FNL); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (d) | 1 Year Indexed Account (form ICC19 I191NDX); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (e) | 1 Year Indexed Account 3 (form ICC19 I191NDX3); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (f) | 1 Year Indexed Account 4 (form ICC19 I191NDX4); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (g) | Annual Renewable Term Rider - Additional Insured (form ICC17 R17RTA); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (1) | Specifications pages (form ICC17 S17RTA); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (h) | Annual Renewable Term Rider (form ICC17 R17ART); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (1) | Specifications pages (form ICC17 S17ART); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (i) | Accelerated Death Benefit Rider for Chronic Illness (form ICC12 R12CIC) (Premier Living Benefits Rider); Filed as part of the Registration Statement on Form N-6 on October 19, 2012, File No. 333-152224, Accession Number 0000950123-12-012563. | |
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| (j) | Accelerated Death Benefit Rider for Chronic and Terminal Illness (form ICC18 R18ADB) (Premier Living Benefits Rider 2); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File | |
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| No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
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| (1) | Specifications pages (form ICC18 S18ADB); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (k) | Short-term No-Lapse Guarantee Rider (form ICC12 R12SNL); Filed as part of the Registration Statement on Form N-6 on October 19, 2012, File No. 333-152224, Accession Number 0000950123-12-012563. | |
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| (l) | Accelerated Death Benefit Rider for Terminal Illness (form ICC12 R12TIC) (Terminal Illness Rider); Filed as part of the Registration Statement on Form N-6 on October 19, 2012, File No. 333-152224, Accession Number 0000950123-12-012563. | |
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| (m) | Scheduled Annual Renewable Term Rider (form ICC15 R15SRT); Filed as part of the Registration Statement on Form N-6 on February 24, 2015, File No. 333-202248, Accession Number 0001193125-15-059457. | |
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| (1) | Specifications pages (form ICC17 S17SRT); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (n) | Overloan Protection 3 Rider (form ICC15 R15OLP); Filed as part of the Registration Statement on Form N-6 on February 24, 2015, File No. 333-202248, Accession Number 0001193125-15-059457. | |
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| (1) | Specifications pages (form ICC15 R15OLP SP); Filed as part of the Registration Statement on Form N-6 on July 18, 2015, File No. 333-150092, Accession No. 0001193125-15-2268877 filed June 18, 2015. |
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| (o) | Benefit Distribution Rider (form R15BDR); Filed as part of the Registration Statement on Form N-6 on February 24, 2015, File No. 333-202248, Accession Number 0001193125-15-059457. | |
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| (p) | Accelerated Death Benefit Rider for Long-Term Care (form ICC16 R16LTC) (Premier LTC Rider); Filed as part of the Registration Statement on Form N-6 on July 11, 2016, File No. 333-152224, Accession Number 0001193125-16-645260. | |
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| (1) | Specifications pages (form ICC16 R16LTCV SP); Filed as part of the Registration Statement on Form N-6 on July 11, 2016, File No. 333-152224, Accession Number 0001193125-16-645260. |
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(5) |
| Application for Flexible Premium Variable Life Insurance Policy & General Questionnaire; Included in Registrant’s Form N-6, File No. 333-231311, Accession No. 0001104659-19-052196, filed on October 1, 2019, and incorporated by reference herein. | |
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(6) | (a) | Bylaws of Pacific Life Insurance Company; Filed as part of Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. | |
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| (b) | Articles of Incorporation of Pacific Life Insurance Company; Filed as part of the Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. | |
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| (c) | Restated Articles of Incorporation of Pacific Life Insurance Company; Filed as part of the Registration Statement on Form N-6 on December 6, 2005, File No. 333-118913, Accession Number 0000892569- | |
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| 05-001150. | |
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| (d) | Bylaws of Pacific Life Insurance Company As Amended Effective September 1, 2005; Filed as part of the Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 on December 6, 2005, File No. 333-118913, Accession Number 0000892569-05-001150. | |
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(7) | (a) | Reinsurance Agreement with RGA Reinsurance Company Effective December 1, 2008. | |
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| (1) | Amendments 1 and 2 to Reinsurance Agreement. |
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| (2) | Amendment 3 to Reinsurance Agreement (portions of this amendment have been omitted). |
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| (3) | Amendments 4 through 17 to Reinsurance Agreement. |
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| (b) | Reinsurance Agreement with Swiss Re Life & Health America Inc. Effective December 1, 2008. | |
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| (1) | Amendments 1 and 3 to Reinsurance Agreement. |
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| (2) | Amendment 4 to Reinsurance Agreement (portions of this amendment have been omitted). |
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| (3) | Amendments 5 through 17 to Reinsurance Agreement. |
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| (c) | Reinsurance Agreement with Munich American Reassurance Company Effective December 1, 2008. | |
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| (1) | Amendments 1 through 16 to Reinsurance Agreement. |
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| (d) | Reinsurance Agreement with SCOR Global Life USA Reinsurance Company (formerly Generali USA Life Reassurance Company) Effective December 1, 2008. | |
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| (1) | Amendments 1 and 2 to Reinsurance Agreement. |
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| (2) | Amendment 3 to Reinsurance Agreement (portions of this amendment have been omitted). |
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| (3) | Amendments 4 through 16 to Reinsurance Agreement. |
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(8) | (a) | Participation Agreement between Pacific Life Insurance Company and Pacific Select Fund; Filed as part of the Registration Statement on Form N-6 on September 10, 2004, File No. 333-118913, Accession Number 0000892569-04-000869. | |
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| (b) | Participation Agreement with Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III; Filed as part of the Registration Statement on Form N-6 on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054. | |
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| (c) | Service Contract with Fidelity Distributors Corporation; Filed as part of the Registration Statement on Form N-6 on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054. | |
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| (d) | Participation Agreement with Blackrock Variable Series Fund, Inc. (formerly called Merrill Lynch Variable Series Fund, Inc.); Filed as part of the Registration Statement on Form N-6 on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254. | |
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| (1) | First Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328. |
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| (2) | Second Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328. |
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| (3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein. |
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| (4) | Fourth Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-4 via EDGAR on October 15, 2013, File No. 333-60833, Accession Number 0001193125-13-399328. |
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| (5) | Fifth Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. |
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| (6) | Sixth Amendment to Participation Agreement; Filed as part of Registration Statement on Form N-6 on April 18, 2019, File No. 333-61135, Accession No. 0001104659-19-022304, and incorporated by reference herein |
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| (e) | Administrative Services Agreement with Blackrock Distributors, Inc. (formerly called FAM Distributors, Inc.); Filed as part of the Registration Statement on Form N-6 on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054. | |
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| (1) | First Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-10-035855, filed on April 19, 2010, and incorporated by reference herein. |
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| (2) | Second Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. |
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| (3) | Third Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. |
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| (4) | Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (f) | Participation Agreement with T. Rowe Price Equity Series, Inc.; Filed as part of the Registration Statement on Form N-6 on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254. | |
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| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969. |
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| (2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
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| (g) | Administrative Services Agreement with T. Rowe Price Associates, Inc.; Filed as part of the Registration Statement on Form N-6 on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254. | |
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| (1) | First Amendment to Services Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
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| (h) | Participation Agreement with Van Eck Worldwide Insurance Trust; Filed as part of the Registration Statement on Form N-6 on April 19, 2005, File No. 033-21754, Accession Number 0000892569-05-000254. | |
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| (i) | Service Agreement with Van Eck Securities Corporation; Filed as part of the Registration Statement on Form N-6 on February 10, 2005, File No. 333-118913, Accession Number 0000892569-05-000054. | |
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| (j) | Participation Agreement with Janus Aspen Series; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-12-502964 filed on December 14, 2012 and incorporated by reference herein. |
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| (2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (3) | Third Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (k) | Administrative Services Agreement with Janus Distributors LLC; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (l) | Participation Agreement with Lazard Retirement Series, Inc.; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Fund Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 14, 2014, File No. 333-150092, Accession Number 0001193125-14-142437. |
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| (m) | Servicing Agreement with Lazard Asset Management Securities LLC; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Servicing Agreement; Filed as part of the Registration Statement on Form N-6 on April 14, 2014, File No. 333-150092, Accession Number 0001193125-14-142437. |
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| (2) | Second Amendment to Servicing Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (n) | Participation Agreement with Legg Mason Partners III; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
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| (4) | Fourth Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (o) | Service Agreement with Legg Mason Investor Services, LLC; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (2) | Second Amendment to Service Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (3) | Third Amendment to Service Agreement; Included in Registration Statement on Form N-6, File No. 333-152224, Accession No. 0001193125-15-304336 filed on August 27, 2015 and incorporated by reference herein. |
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| (4) | Fourth Amendment to Service Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
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| (p) | Participation Agreement with MFS Variable Insurance Trust; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. | |
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| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on |
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| Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. |
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| (2) | Second Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. |
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| (3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (q) | (1) | Service Agreement with Massachusetts Financial Services Company; Filed as part of the Registration Statement on Form N-6 on April 16, 2007, File No. 333-118913, Accession Number 000892569-07-000444. |
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| (2) | Service Agreement with Massachusetts Financial Services Company; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (3) | Service Agreement with Massachusetts Financial Services Company; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
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| (r) | Participation Agreement with Franklin Templeton Variable Insurance Products Trust; Filed as part of the Registration Statement on Form N-6 on April 26, 2010, File No. 333-152224, Accession Number 0000950123-10-038296. | |
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| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 26, 2010, File No. 333-152224, Accession Number 0000950123-10-038296. |
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| (2) | Addendum to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. |
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| (3) | Second Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 14, 2014, File No. 333-150092, Accession Number 0001193125-14-142437. |
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| (4) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. |
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| (5) | Fourth Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
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| (s) | Administrative Services Agreement with Franklin Templeton Services, LLC; Filed as part of the Registration Statement on Form N-6 on April 26, 2010, File No. 333-152224, Accession Number 0000950123-10-038296. | |
|
|
|
|
|
| (1) | First Amendment to Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 on April 26, 2010, File No. 333-152224, Accession Number 0000950123-10-038296. |
|
| (2) | Second Amendment to Administrative Agreement; Included in Registrant’s Form N-4, File No. 033-88458, Accession No. 0001193125-12-502912 filed on December 14, 2012 and incorporated by reference herein. |
|
|
|
|
|
| (3) | Third Amendment to Administrative Agreement; Included in Registrant’s Form N-4, File No. 033-88458, Accession No. 0001193125-12-502912 filed on December 14, 2012 and incorporated by reference herein. |
|
|
|
|
|
| (4) | Fourth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. |
|
|
|
|
|
| (5) | Fifth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
|
|
|
|
|
| (6) | Sixth Amendment to Administrative Services Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
|
|
|
|
| (t) | (1) | Form of Amendment to Fidelity Distributors Corporation Participation Agreement; Filed as part of the Registration Statement on Form N-6 on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219. |
|
|
|
|
|
| (2) | Form of Second Amendment to Fidelity Distributors Corporation Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 23, 2012, File No. 333-152224, Accession Number 000950123-12-006367. |
|
|
|
|
|
| (3) | Third Amendment to Fidelity Distributors Corporation Participation Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
|
|
|
|
| (u) | Form of Amendment to Fidelity Investments Institutional Operations Company, Inc. Service Agreement; Filed as part of the Registration Statement on Form N-6 on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219. | |
|
|
| |
| (v) | Form of Amendment to Fidelity Distributors Corporation Service Contract; Filed as part of the Registration Statement on Form N-6 on September 28, 2007, File No. 333-118913, Accession Number 0000892569-07-001219. | |
|
|
| |
| (w) | Participation Agreement between Pacific Life Insurance Company, Pacific Life & Annuity and M Fund; Filed as part of the Registration Statement on Form N-6 on July 9, 2008, File No. 333-152224, Accession Number 0000892569-08-000978. | |
|
|
|
|
|
| (1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. |
|
|
|
|
| (x) | Lord Abbett Series Fund, Inc. Fund Participation Agreement; Filed as part of the Registration Statement on Form N-6 on September 17, 2010, File No. 333-152224, Accession Number 0000950123-10-086785. | |
| (y) | Lord Abbett Series Fund, Inc. Service Agreement; Filed as part of the Registration Statement on Form N-6 on September 17, 2010, File No. 333-152224, Accession Number 0000950123-10-086785. | |
|
|
| |
| (z) | Lord Abbett Series Fund, Inc. Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 on September 17, 2010, File No. 333-152224, Accession Number 0000950123-10-086785. | |
|
|
| |
| (aa) | Participation Agreement with PIMCO Variable Insurance Trust; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. | |
|
|
|
|
|
| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. |
|
|
|
|
|
| (2) | Second Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. |
|
|
|
|
|
| (3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
|
|
|
|
| (bb) | Services Agreement with PIMCO LLC; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. | |
|
|
|
|
|
| (1) | First Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0001193125-12-503027 filed on December 14, 2012, and incorporated by reference herein. |
|
|
|
|
|
| (2) | Second Amendment to Services Agreement; Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0001193125-14-147263 filed on April 17, 2014, and incorporated by reference herein. |
|
|
|
|
|
| (3) | Third Amendment to Services Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-18-025145 filed April 19, 2018, and incorporated by reference herein. |
|
|
|
|
|
| (4) | Fourth Amendment to Services Agreement ; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
|
|
|
|
| (cc) | Selling Agreement with Allianz Global Investors Distributors LLC; Filed as part of the Registration Statement on Form N-6 on April 21, 2011, File No. 333-152224, Accession Number 0000950123-11-037680. | |
|
|
|
|
|
| (1) | First Amendment to Selling Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
|
|
|
|
| (dd) | Form of American Century Investment Services, Inc. Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 23, 2012, File No. 333-152224, Accession Number 000950123-12-006367. | |
|
| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
|
|
|
|
| (ee) | Form of American Century Investment Services, Inc. Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 on April 23, 2012, File No. 333-152224, Accession Number 000950123-12-006367. | |
|
|
|
|
|
| (1) | First Amendment to Administrative Services Agreement; Filed as part of the Registration Statement on Form N-4 on December 14, 2012, File No. 333-136597, Accession Number 0001193125-12-502964, and incorporated by reference her. |
|
|
|
|
|
| (2) | Second Amendment to Administrative Services Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
|
|
|
|
| (ff) | Form of AIM Variable Insurance Funds Participation Agreement; Filed as part of the Registration Statement on Form N-4 on December 4, 2008, File No. 333-136597, Accession Number 0000892569-08-001559. | |
|
|
|
|
|
| (1) | First Amendment to Participation Agreement; Filed as part of the Registration Statement on Form N-6 on April 23, 2012, File No. 333-152224, Accession Number 000950123-12-006367. |
|
|
|
|
| (gg) | Form of Invesco Aim Distributors, Inc. Distribution Services Agreement; Filed as part of the Registration Statement on Form N-4 on December 4, 2008, File No. 333-136597, Accession Number 0000892569-08-001559. | |
|
|
|
|
|
| (1) | First Amendment to Distribution Services Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
|
|
|
|
| (hh) | Form of Invesco Aim Advisors, Inc. Administrative Services Agreement; Filed as part of the Registration Statement on Form N-4 on December 4, 2008, File No. 333-136597, Accession Number 0000892569-08-001559. | |
|
|
| |
| (ii) | Participation Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 on April 15, 2013, File No. 333-152224, Accession Number 0000950123-13-002257. | |
|
|
|
|
|
| (1) | First Amendment to Participation Agreement; Included in Registration Statement on Form N-6, File No. 333-152224, Accession No. 0001193125-15-304336 filed on August 27, 2015 and incorporated by reference herein. |
|
|
|
|
| (jj) | Administrative Services Agreement with Neuberger Berman; Filed as part of the Registration Statement on Form N-6 on April 15, 2013, File No. 333-152224, Accession Number 0000950123-13-002257. | |
|
|
| |
| (kk) | Participation Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969. | |
|
|
|
|
|
| (1) | First Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated |
|
|
| by reference herein. |
|
|
|
|
|
| (2) | Second Amendment to Participation Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein. |
|
|
|
|
|
| (3) | Third Amendment to Participation Agreement; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. |
|
|
|
|
| (ll) | Revenue Sharing Agreement with Oppenheimer; Filed as part of the Registration Statement on Form N-6 via EDGAR on May 30, 2013, File No. 333-152224, Accession Number 0001193125-13-240969. | |
|
|
| |
| (mm) | Exhibit B to the Pacific Select Fund Participation Agreement; Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0001193125-14-310473 filed August 15, 2014, and incorporated by reference herein. | |
|
|
| |
| (nn) | Distribution and Marketing Support Agreement (Amended and Restated) with BlackRock Variable Series Fund, LLC.; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001193125-15-132721 filed April 16, 2015, and incorporated by reference herein. | |
|
|
| |
| (oo) | Distribution and Administrative Services Agreement (Amended and Restated) with Neuberger Berman; Included in Registration Statement on Form N-6, File No. 333-152224, Accession No. 0001193125-15-304336 filed on August 27, 2015 and incorporated by reference herein. | |
|
|
| |
| (pp) | Revenue Sharing Agreement with Oppenheimer (Amended and Restated); Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein. | |
|
|
| |
| (qq) | Fund Participation and Service Agreement with American Funds; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-13-399333 filed on October 15, 2013, and incorporated by reference herein. | |
|
|
|
|
|
| (1) | First Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-14-143850 filed on April 15, 2014, and incorporated by reference herein. |
|
|
|
|
|
| (2) | Second Amendment to Fund Participation and Service Agreement.; included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-128820 filed on April 14, 2015 and incorporated by reference herein. |
|
|
|
|
|
| (3) | Third Amendment to Fund Participation and Service Agreement; Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0001193125-15-346508 filed October 19, 2015, and incorporated by reference herein. |
|
|
|
|
|
| (4) | Fourth Amendment to Fund Participation and Service Agreement; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. |
|
|
|
|
| (rr) | Distribution Sub-Agreement with BlackRock Variable Series Funds, Inc.; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. | |
| (ss) | Administrative Services Agreement with Invesco Advisers, Inc.; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. | |
|
|
| |
| (tt) | Financial Support Agreement with Invesco Distributors, Inc.; Included in Registrant’s Form N-6, File No. 333-152224, Accession No. 0001104659-17-024489 filed April 19, 2017, and incorporated by reference herein. | |
|
|
| |
| (uu) | Selling Agreement with PIMCO (for Administrative Class); Included as part of the Registration Statement on Form N-6, File No. 333-61135, filed on April 18, 2019, Accession No. 0001104659-19-022304, and incorporated by reference herein. | |
|
|
| |
| (vv) | Services Agreement with PIMCO (for Admin Class Shares); Included as part of the Registration Statement on Form N-6, File No. 333-61135, filed on April 18, 2019, Accession No. 0001104659-19-022304, and incorporated by reference here | |
|
|
| |
| (ww) | Participation Agreement with DFA Investment Dimensions Group Inc; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | |
|
|
| |
| (xx) | Business Agreement with American Funds; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. | |
|
|
|
|
|
| (1) | First Amendment to Business Agreement; Included in Registrant’s Form N-6, File No. 333-231311 Accession No. 0001104659-19-042837 filed on July 31, 2019, and incorporated by reference herein. |
|
|
|
|
(9) | Inapplicable |
|
|
|
|
|
|
(10) | Inapplicable |
|
|
|
| ||
(11) | Opinion and consent of legal officer of Pacific Life as to legality of Policies being registered; Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | ||
|
| ||
(12) | Inapplicable | ||
|
| ||
(13) | Inapplicable | ||
|
| ||
(14) | Consent of Independent Registered Public Accounting Firm; Included in Registrant’s Form N-6, File No. 333-231311, Accession No. 0001104659-19-052196, filed on October 1, 2019, and incorporated by reference herein. | ||
|
| ||
(15) | Inapplicable | ||
|
| ||
(16) | Inapplicable | ||
|
| ||
(17) | Memorandum describing Pacific Life Insurance Company’s issuance, transfer and redemption procedures for the Policies pursuant to Rule 6e-3(T)(b)(12)(iii); Filed as part of the Registration Statement on Form N-6 on May 9, 2019, File No. 333-231311, Accession Number 0001104659-19-028111, and incorporated by reference herein. | ||
|
| ||
(18) | Power of Attorney; Included in Registrant’s Form N-6, File No. 333-231311, Accession No. 0001104659-19-052196, | ||
| filed on October 1, 2019, and incorporated by reference herein. |
Item 27. Directors and Officers of Pacific Life
Name and Address |
| Positions and Offices with Pacific Life |
James T. Morris |
| Director, Chairman, President and Chief Executive Officer |
Adrian S. Griggs |
| Director, Executive Vice President and Chief Operating Officer |
Darryl D. Button |
| Director, Executive Vice President and Chief Financial Officer |
Sharon A. Cheever |
| Director, Senior Vice President and General Counsel |
Dawn M. Trautman |
| Executive Vice President |
Edward R. Byrd |
| Senior Vice President and Chief Accounting Officer |
Jane M. Guon |
| Vice President and Secretary |
Joseph W. Krum |
| Vice President and Treasurer |
The address for each of the persons listed above is as follows:
700 Newport Center Drive
Newport Beach, California 92660
Item 28. Persons Controlled by or Under Common Control with Pacific Life or Pacific Select Exec Separate Account
The following is an explanation of the organization chart of Pacific Life’s subsidiaries:
Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES LEGAL STRUCTURE
|
| Jurisdiction of |
| Percentage of |
|
|
|
|
|
Pacific Mutual Holding Company |
| Nebraska |
|
|
Pacific LifeCorp |
| Delaware |
| 100 |
Pacific Life Insurance Company |
| Nebraska |
| 100 |
Pacific Life & Annuity Company |
| Arizona |
| 100 |
Pacific Life Purchasing LLC |
| Delaware |
| 100 |
Pacific Select Distributors, LLC |
| Delaware |
| 100 |
Pacific Asset Holding LLC |
| Delaware |
| 100 |
Pacific TriGuard Partners LLC |
| Delaware |
| 100 |
Grayhawk Golf Holdings, LLC |
| Delaware |
| 95 |
Grayhawk Golf L.L.C. |
| Arizona |
| 100 |
Las Vegas Golf I, LLC |
| Delaware |
| 100 |
Angel Park Golf, LLC |
| Nevada |
| 100 |
PL/KBS Fund Member, LLC |
| Delaware |
| 100 |
Wildflower Member, LLC |
| Delaware |
| 100 |
Epoch-Wildflower, LLC |
| Florida |
| 99 |
PL Regatta Member, LLC |
| Delaware |
| 100 |
Regatta Apartments Investors, LLC |
| Delaware |
| 90 |
PL Vintage Park Member, LLC |
| Delaware |
| 100 |
Vintage Park Apartments GP, LLC |
| Delaware |
| 90 |
PL Broadstone Avena Member, LLC |
| Delaware |
| 100 |
Broadstone Avena Investors, LLC |
| Delaware |
| 90 |
GW Member LLC |
| Delaware |
| 100 |
GW Apartments LLC |
| Delaware |
| 90 |
PL Sierra Member, LLC |
| Delaware |
| 100 |
Sierra at Fall Creek Apartments Investors, LLC |
| Delaware |
| 90 |
PL TOR Member LLC |
| Delaware |
| 100 |
2803 Riverside Apartment Investors, LLC |
| Delaware |
| 90 |
PL Denver Member, LLC |
| Delaware |
| 100 |
1776 Curtis, LLC |
| Delaware |
| 70 |
PL Timberlake Member, LLC |
| Delaware |
| 100 |
80 South Gibson Road Apartment Investors, LLC |
| Delaware |
| 90 |
PL Van Buren Member, LLC |
| Delaware |
| 100 |
1035 Van Buren Holdings, L.L.C. |
| Delaware |
| 43 |
PL Lakemont Member, LLC |
| Delaware |
| 100 |
Overlook at Lakemont Venture LLC |
| Delaware |
| 88 |
PL Teravista Member, LLC |
| Delaware |
| 100 |
401 Teravista Apartment Investors, LLC |
| Delaware |
| 90 |
700 Main Street LLC |
| Delaware |
| 100 |
PL Brier Creek Member, LLC |
| Delaware |
| 100 |
Brier Creek Investors JV LLC |
| Delaware |
| 90 |
PL One Jefferson Member, LLC |
| Delaware |
| 100 |
One Jefferson Venture LLC |
| Delaware |
| 90 |
PL Savannah Member, LLC |
| Delaware |
| 100 |
Savannah at Park Place Apartments LLC |
| Delaware |
| 90 |
PL Redland Member, LLC |
| Delaware |
| 100 |
Redland Road Apartment Investors, LLC |
| Delaware |
| 90 |
PL Spectrum Member, LLC |
| Delaware |
| 100 |
9242 West Russell Road Apartment Investors, LLC |
| Delaware |
| 90 |
PL Mortgage Fund, LLC |
| Delaware |
| 100 |
PL Andate Member, LLC |
| Delaware |
| 100 |
Andante Venture LLC |
| Delaware |
| 90 |
PL Beardslee Member, LLC |
| Delaware |
| 100 |
Village at Beardslee Investor, LLC |
| Delaware |
| 90 |
PL Monterone Member, LLC |
| Delaware |
| 100 |
Monterone Apartment Investor, LLC |
| Delaware |
| 90 |
PL Reno Member, LLC |
| Delaware |
| 100 |
NPLC BV Manager LLC |
| Delaware |
| 81 |
PL Wabash Member, LLC |
| Delaware |
| 100 |
THC 1333 S. Wabash LLC |
| Delaware |
| 90 |
PL Alara Member, LLC |
| Delaware |
| 100 |
Greenwood Village Apartment Investors, LLC |
| Delaware |
| 90 |
PL Kierland Member, LLC |
| Delaware |
| 100 |
T&L Apartment Investor, LLC |
| Delaware |
| 90 |
PL Wardman Member, LLC |
| Delaware |
| 100 |
Wardman Hotel Owner, L.L.C. |
| Delaware |
| 66.6668 |
PL Peoria Member, LLC |
| Delaware |
| 100 |
205 Peoria Street Owner, LLC |
| Delaware |
| 90 |
PL Elk Meadows Member, LLC |
| Delaware |
| 100 |
Elk Meadows JV LLC |
| Delaware |
| 60 |
PL Stonebriar Member, LLC |
| Delaware |
| 100 |
Stonebriar Apartment Investor, LLC |
| Delaware |
| 90 |
PL Deer Run Member, LLC |
| Delaware |
| 100 |
Deer Run JV LLC |
| Delaware |
| 60 |
PL Tessera Member, LLC |
| Delaware |
| 100 |
Tessera Venture LLC |
| Delaware |
| 90 |
PL Vantage Member, LLC |
| Delaware |
| 100 |
Vantage Post Oak Apartments, LLC |
| Delaware |
| 90 |
PL Fairfax Gateway Member, LLC |
| Delaware |
| 100 |
Fairfield Fairfax Gateway LLC |
| Delaware |
| 90 |
PL 922 Washington Owner, LLC |
| Delaware |
| 100 |
PL Hana Place Member, LLC |
| Delaware |
| 100 |
Hana Place JV LLC |
| Delaware |
| 60 |
PL LasCo Owner, LLC |
| Delaware |
| 100 |
PL Wilshire Member, LLC |
| Delaware |
| 100 |
Wilshire Apartment Investors, LLC |
| Delaware |
| 90 |
PL Cedarwest Member, LLC |
| Delaware |
| 100 |
Cedarwest JV LLC |
| Delaware |
| 60 |
PL Tupelo Member, LLC |
| Delaware |
| 100 |
Tupelo Alley Apartment Investors, LLC |
| Delaware |
| 90 |
PL Aster Member, LLC |
| Dealware |
| 100 |
Alston Manor Investors JV LLC |
| Delaware |
| 90 |
PL Anthology Member, LLC # |
| Dealware |
| 100 |
Confederation Life Insurance and Annuity Company |
| Georgia |
| 100 |
Pacific Global Asset Management LLC |
| Delaware |
| 100 |
Cadence Capital Management LLC |
| Delaware |
| 100 |
Cadence Global Equity GP LLC# |
| Delaware |
| 100 |
Pacific Asset Management LLC |
| Delaware |
| 100 |
Pacific Global Advisors LLC |
| Delaware |
| 100 |
Pacific Private Fund Advisors LLC |
| Delaware |
| 100 |
Pacific Absolute Return Strategies GP LLC # |
| Delaware |
| 100 |
Pacific Co-Invest Credit I GP LLC # |
| Delaware |
| 100 |
Pacific Co-Invest Opportunities I GP LLC # |
| Delaware |
| 100 |
Pacific Multi-Strategy GP LLC # |
| Delaware |
| 100 |
Pacific Private Credit II GP LLC # |
| Delaware |
| 100 |
Pacific Private Credit III GP LLC # |
| Delaware |
| 100 |
Pacific Private Credit IV GP LLC # |
| Delaware |
| 100 |
Pacific Private Equity I GP LLC # |
| Delaware |
| 100 |
Pacific Private Equity Opportunities II GP LLC # |
| Delaware |
| 100 |
Pacific Private Equity Opportunities III GP LLC # |
| Delaware |
| 100 |
Pacific Private Feeder III GP, LLC # |
| Delaware |
| 100 |
Pacific Private Equity Opportunities IV GP LLC # |
| Delaware |
| 100 |
Pacific Life Fund Advisors LLC |
| Delaware |
| 100 |
PAM Bank Loan GP LLC # |
| Delaware |
| 100 |
PAM CLO Opportunities GP LLC # |
| Delaware |
| 100 |
Pacific Life Trade Receivable GP LLC # |
| Delaware |
| 100 |
Pacific Alliance Reinsurance Company of Vermont |
| Vermont |
| 100 |
Pacific Services Canada Limited |
| Canada |
| 100 |
Pacific Life Reinsurance Company II Limited |
| Barbados |
| 100 |
Pacific Baleine Reinsurance Company |
| Vermont |
| 100 |
Pacific Private Equity Incentive Allocation LLC |
| Delaware |
| 100 |
Swell Investing Holding LLC |
| Delaware |
| 100 |
Swell Investing LLC |
| Delaware |
| 100 |
Pacific Life Aviation Holdings LLC |
| Delaware |
| 100 |
Aviation Capital Group Holdings, Inc. (Pacific Life Aviation Holdings LLC holds 99.9999% ownership interest of this entity.) |
| Delaware |
| 99.9999 |
Aviation Capital Group LLC (Pacific Life Aviation Holdings LLC holds 74.5536% ownership interest of this entity.) |
| Delaware |
| 74.5536 |
Aviation Capital Group LLC (Aviation Capital Group Holdings, Inc. is the Managing Member of this entity and holds 0.9437% ownership interest as such.) |
| Delaware |
| 0.9437 |
ACG Acquisition 4063 LLC |
| Delaware |
| 100 |
ACG Acquisition 4084 LLC |
| Delaware |
| 100 |
ACG Aircraft Leasing Ireland Limited |
| Ireland |
| 100 |
ACG International Ltd. |
| Bermuda |
| 100 |
ACG Acquisition Ireland V Ltd. |
| Ireland |
| 100 |
ACG Acquisition 4658 LLC |
| Delaware |
| 100 |
ACG Acquisition 4913 LLC |
| Delaware |
| 100 |
ACG Acquisition 4941 LLC |
| Delaware |
| 100 |
ACG Acquisition 4942 LLC |
| Delaware |
| 100 |
ACG Acquisition 4891 LLC |
| Delaware |
| 100 |
ACG Acquisition 5038 LLC |
| Delaware |
| 100 |
ACG Acquisition 5063 LLC |
| Delaware |
| 100 |
ACG Acquisition 5136 LLC |
| Delaware |
| 100 |
ACG Acquisition 38105 LLC |
| Delaware |
| 100 |
ACG Acquisition 6584 LLC |
| Delaware |
| 100 |
ACG Acquisition 5096 LLC |
| Delaware |
| 100 |
ACG Acquisition 5193 LLC |
| Delaware |
| 100 |
ACG Acquisition 5278 LLC |
| Delaware |
| 100 |
ACG Acquisition 5299 LLC |
| Delaware |
| 100 |
ACG Acquisition 6342 LLC |
| Delaware |
| 100 |
ACG Acquisition 6734 LLC |
| Delaware |
| 100 |
ACG Acquisition 38038 LLC |
| Delaware |
| 100 |
ACG Acquisition 39388 LLC |
| Delaware |
| 100 |
ACG Acquisition 39389 LLC |
| Delaware |
| 100 |
ACG Acquisition 39891 LLC |
| Delaware |
| 100 |
ACG Acquisition 40547 LLC |
| Delaware |
| 100 |
ACG ECA Ireland Limited |
| Ireland |
| 100 |
ACG Bermuda Leasing Limited |
| Bermuda |
| 100 |
ACG Acquisition BR 2012-10A LLC |
| Delaware |
| 100 |
ACG Acquisition BR 2012-10B LLC |
| Delaware |
| 100 |
ACG Acquisition BR 2012-11 LLC |
| Delaware |
| 100 |
ACG Acquisition 2688 LLC |
| Delaware |
| 100 |
ACG Acquisition 30744 LLC (Aviation Capital Group LLC is the beneficiary of the owner Trust and is the indirect owner of this entity.) |
| Delaware |
| 100 |
ACG Acquisition 38881 LLC |
| Delaware |
| 100 |
ACG Acquisition 5527 LLC |
| Delaware |
| 100 |
ACG Acquisition 5716 LLC |
| Delaware |
| 100 |
ACG Acquisition 40544 LLC |
| Delaware |
| 100 |
ACG Acquisition 299496 LLC |
| Delaware |
| 100 |
ACG Acquisition 5754 LLC |
| Delaware |
| 100 |
ACG Acquisition 5841 LLC |
| Delaware |
| 100 |
ACG Acquisition 10064586 LLC |
| Delaware |
| 100 |
ACG Acquisition 10064587 LLC |
| Delaware |
| 100 |
ACG Acquisition 10064589 |
| Delaware |
| 100 |
San Miguel Leasing Cayman Limited |
| Cayman Islands |
| 100 |
ACG Acquisitions Sweden AB |
| Sweden |
| 100 |
ACG Acquisition 6457 LLC |
| Delaware |
| 100 |
ACG Acquisition 6498 LLC |
| Delaware |
| 100 |
ACG Trust II Holding LLC |
| Delaware |
| 100 |
Aviation Capital Group Trust II |
| Delaware |
| 100 |
ACG Acquisition XXV LLC |
| Delaware |
| 100 |
ACG Acquisition Ireland II Limited |
| Ireland |
| 100 |
ACG III Holding LLC |
| Delaware |
| 100 |
ACG Trust III |
| Delaware |
| 100 |
RAIN IV LLC |
| Delaware |
| 100 |
RAIN VI LLC |
| Delaware |
| 100 |
RAIN VII LLC |
| Delaware |
| 100 |
RAIN VIII LLC |
| Delaware |
| 100 |
ACG Acquisition 1176 LLC |
| Delaware |
| 100 |
Rainier Aircraft Leasing (Ireland) Limited |
| Ireland |
| 100 |
ACG Acquisition (Bermuda) III Ltd. |
| Bermuda |
| 100 |
ACG 2006-ECA LLC |
| Delaware |
| 100 |
ACG ECA-2006 Ireland Limited |
| Ireland |
| 100 |
Aviation Capital Group Singapore Pte. Ltd. |
| Singapore |
| 100 |
ACG Acquisition 2004-1 Ireland Limited |
| Ireland |
| 100 |
ACG 2004-1 Bermuda Limited |
| Bermuda |
| 100 |
ACG Capital Partners Ireland Limited |
| Ireland |
| 100 |
ACG Capital Partners Singapore Pte. Ltd. |
| Singapore |
| 100 |
ACGCPS 2011 Pte. Ltd. |
| Singapore |
| 100 |
ACG Capital Partners LLC |
| Delaware |
| 100 |
ACG France 6280 S.A.S. |
| France |
| 100 |
ACG France 7392 S.A.S. |
| France |
| 100 |
ACG France 7421 S.A.S. |
| France |
| 100 |
ACG France 8082 S.A.S. |
| France |
| 100 |
ACG France 8354 S.A.S. |
| France |
| 100 |
ACG France 35722 S.A.S. |
| France |
| 100 |
ACG France 35723 S.A.S. |
| France |
| 100 |
ACG Trust 2009-1 Holding LLC |
| Delaware |
| 100 |
ACG Funding Trust 2009-1 |
| Delaware |
| 100 |
ACG Acquisition 29677 LLC |
| Delaware |
| 100 |
Bellevue Coastal Leasing LLC |
| Washington |
| 100 |
Pacific Life & Annuity Services, Inc. |
| Colorado |
| 100 |
Bella Sera Holdings, LLC |
| Delaware |
| 100 |
Pacific Life Re Holdings LLC |
| Delaware |
| 100 |
Pacific Life Re (Australia) Pty Limited |
| Australia |
| 100 |
Pacific Life Re Bermuda Holdings Limited |
| Bermuda |
| 100 |
Pacific Life Re Bermuda Limited |
| Bermuda |
| 100 |
Pacific Life Re Holdings Limited |
| England |
| 100 |
Pacific Life Re Services Limited |
| England |
| 100 |
Pacific Life Re Limited |
| England |
| 100 |
UnderwriteMe Limited |
| England |
| 100 |
UnderwriteMe Technology Solutions Limited |
| England |
| 100 |
UnderwriteMe Australia Pty Limited |
| Australia |
| 100 |
Pacific Life Reinsurance (Barbados) Ltd. |
| Barbados |
| 100 |
Pacific Annuity Reinsurance Company |
| Arizona |
| 100 |
# = Abbreviated structure
Item 29. Indemnification
(a) The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, LLC (PSD) provides substantially as follows:
Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.
PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.
(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, LLC (PSD) and Various Broker-Dealers provides substantially as follows:
Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement.
Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon: (a) any oral or written misrepresentation by Selling Broker- Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker- Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 30. Principal Underwriters
(a) | PSD also acts as principal underwriter for Pacific Life Insurance Company, on its own behalf and on behalf of its Separate Account I, Separate Account A, Separate Account B, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Pacific Select Exec Separate Account, Pacific COLI Separate Account, Pacific COLI Separate Account II, Pacific COLI Separate Account III, Pacific COLI Separate Account IV, Pacific COLI Separate Account V, Pacific COLI Separate Account VI, Pacific COLI Separate Account X, Pacific COLI Separate Account XI, Pacific Select Separate Account, and Pacific Life & Annuity Company, on its own behalf and on behalf of its Separate Account A, Pacific Select Exec Separate Account, and Separate Account I. |
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(b) | For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference. |
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(c) | PSD retains no compensation or net discounts or commissions from the Registrant. |
Item 31. 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 32. Management Services
Not applicable
Item 33. Fee Representation
REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Life Insurance Policy described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 to be signed on its behalf by the undersigned, duly authorized, in the City of Newport Beach, and State of California on the day of December 13, 2019.
| PACIFIC SELECT EXEC SEPARATE ACCOUNT | |
| (Registrant) | |
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| By: | PACIFIC LIFE INSURANCE COMPANY |
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| By: |
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| James T. Morris* |
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| Director, Chairman, Chief Executive Officer and President |
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| By: | PACIFIC LIFE INSURANCE COMPANY |
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| (Depositor) |
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| By: |
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| James T. Morris* |
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| Director, Chairman, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature |
| Title |
| Date | ||
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| Director, Chairman, Chief Executive Officer and President |
| December 13, 2019 | ||
James T. Morris* |
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| Director, Executive Vice President and Chief Operating Officer |
| December 13, 2019 | ||
Adrian S. Griggs* |
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| Director, Executive Vice President and Chief Financial Officer |
| December 13, 2019 | ||
Darryl D. Button* |
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| Director, Senior Vice President and General Counsel |
| December 13, 2019 | ||
Sharon A. Cheever* |
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| Vice President and Secretary |
| December 13, 2019 | ||
Jane M. Guon* |
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| Executive Vice President |
| December 13, 2019 | ||
Dawn M. Trautman* |
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| Senior Vice President and Chief Accounting Officer |
| December 13, 2019 | ||
Edward R. Byrd* |
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| Vice President and Treasurer |
| December 13, 2019 | ||
Joseph W. Krum* |
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*By: | /s/ SHARON A. CHEEVER |
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| December 13, 2019 | |
| Sharon A. Cheever |
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| as attorney-in-fact |
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(Powers of Attorney are contained in Pre-Effective Amendment No. 2 of the Registration Statement filed on Form N-6 for Pacific Select Exec Separate Account, File No. 333-231311, Accession No. 0001104659-19-052196 filed on October 1, 2019, as Exhibit 18).