<PAGE>
Supplement dated September 9, 1999 to the
Prospectus for Pacific Select Fund dated May 1, 1999
This supplement changes the Fund's prospectus to reflect the following:
1. On October 1, 1999, the Growth Portfolio will become available for
certain variable annuity contracts issued by Pacific Life Insurance
Company and Pacific Life & Annuity Company;
2. The Fund's Board of Trustees has approved the following measures that,
if approved by shareholders of record, would cause:
. Alliance Capital Management L.P. to become the portfolio manager of
the Emerging Markets Portfolio effective January 1, 2000.
. The Fund to continue to engage Bankers Trust Company as the portfolio
manager for the Equity Index Portfolio now that Bankers Trust has
become an indirect subsidiary of Deutsche Bank A.G. Bankers Trust is
expected to manage the Equity Index Portfolio through December 31,
1999. (The sole shareholder of the Small-Cap Index Portfolio already
approved a new portfolio management agreement with Bankers Trust
under its new ownership.)
. Mercury Asset Management US to become the portfolio manager of the
Equity Index and Small-Cap Index Portfolios effective January 1,
2000.
. The Fund to increase the advisory fee that the Equity Index Portfolio
pays to Pacific Life from an annual rate of 0.25% of average daily
net assets that scales down at certain breakpoints to a flat rate of
0.25% (no breakpoints) effective January 1, 2000.
. The Fund to adopt a "brokerage enhancement plan" that would allow the
Fund to direct brokerage transactions for the purchase or sale of
portfolio securities to particular broker-dealers in exchange for
certain benefits or credits designed to promote the distribution of
the Fund's shares.
3. On or around September 22, 1999, Alliance Capital Management L.P.,
portfolio manager of the Aggressive Equity Portfolio and proposed
portfolio manager of the Emerging Markets Portfolio, will undergo a
reorganization. The reorganization is not expected to result in a
change in day-to-day management of the Aggressive Equity Portfolio.
On August 27, 1999, the Fund's Board unanimously approved the matters
described in 1 and 2 below. The first change discussed below will go into
effect on October 1, 1999. The changes described in 2 below were approved by
the Board and will go into effect only if they are approved by shareholders. A
special meeting of shareholders of record as of September 9, 1999 is scheduled
for October 28, 1999 to vote on these and other matters concerning the Fund.
1. The Growth Portfolio will be available to certain Pacific Life variable
annuity contracts
On October 1, 1999, the Growth Portfolio will be available to Pacific Select
Variable Annuity, Pacific Portfolios, Pacific One and Pacific Value variable
annuity contracts issued by Pacific Life. The Growth Portfolio will also be
available to Pacific Portfolios contracts issued by Pacific Life & Annuity
Company.
2. Matters requiring shareholder approval:
(a) Alliance Capital Management L.P. will become the portfolio manager of
the Emerging Markets Portfolio effective January 1, 2000, if approved
by shareholders
If approved by shareholders, Alliance Capital Management L.P. will become the
portfolio manager for the Emerging Markets Portfolio on January 1, 2000. At its
August 27th meeting, the Fund Board unanimously approved a portfolio management
agreement for Alliance Capital to become the new portfolio manager. This
approval was granted
1
<PAGE>
after consideration of, among other factors, a recommendation by Pacific Life
and Alliance Capital's experience in investing in emerging market countries.
Alliance Capital currently serves as portfolio manager to the Fund's
Aggressive Equity Portfolio and to other mutual funds. For additional
information about Alliance Capital, see the prospectus and information below
(Item 3) concerning an upcoming reorganization of the firm.
Who would manage the portfolio if shareholders approve the proposal?
Edward D. Baker III, Senior Vice President at Alliance Capital, would be the
primary portfolio manager. Mr. Baker has over 23 years of experience in the
investment management industry and has been at Alliance Capital since 1995. He
is the head of the emerging markets equity portfolio management team and he
coordinates the investment activities of Alliance Capital's non-U.S. joint
ventures. He is Chairman of Alliance Capital Management Australia, Chairman and
CEO of Alliance Capital Management Canada and Vice Chairman of Alliance Capital
Investment Trust Management Co. in Japan. He is also a member of the Board of
Directors of New Alliance in Hong Kong. Prior to joining Alliance Capital in
1995, Mr. Baker worked for BARRA, Inc., an investment technology firm. Mr.
Baker is supported by a team of four other portfolio managers, each of whom has
experience in investing in emerging market countries.
Advisory and portfolio management fees
If Alliance Capital becomes the portfolio manager of the Emerging Markets
Portfolio, there would be no change in the advisory fee rate the Fund pays
Pacific Life, or in the portfolio management fee rate Pacific Life pays the
current portfolio manager.
What the portfolio invests in
If Alliance Capital becomes the portfolio manager of the Emerging Markets
Portfolio, the portfolio's existing investment objective of long-term growth of
capital will stay the same. The portfolio would continue to invest in equity
securities of companies that are located in countries generally regarded as
"emerging market" countries. However, Alliance Capital will likely implement an
investment style that is somewhat different than the investment style used by
the current portfolio manager. This change in investment styles may result in
some changes in the portfolio and its holdings.
If Alliance Capital becomes the portfolio manager, it expects to allocate
portfolio investments among three broad geographical regions: Asia, Latin
America, and Eastern Europe/Middle East/Africa. Alliance Capital normally
allocates assets among these regions in amounts that approximate the weightings
of the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index,
although the portfolio manager may deviate from the index if it believes there
is an investment opportunity or for defensive reasons.
Alliance Capital seeks to purchase shares of companies with superior growth
at attractive prices. It uses fundamental company analysis to try to identify
opportunities for increasing earnings growth and good return on equity, and
favors companies whose stocks trade at attractive valuations relative to their
global or regional peers. Alliance Capital pays attention to corporate
governance, and prefers management teams that have a track record for
increasing shareholder value.
Significant portfolio turnover may occur in connection with the restructuring
of the portfolio's holdings to reflect the new portfolio management style. This
may result in increased transactional costs to the portfolio.
2
<PAGE>
Prior Performance of comparable accounts managed by Alliance Capital
This chart shows you the performance of the Fund's Emerging Markets Portfolio.
It also shows you the historical performance of a composite of comparable
accounts managed by Alliance Capital and the performance of that composite
adjusted to reflect the expenses of the Emerging Markets Porfolio.
Annual total returns since 1992 for the periods ending December 31 and average
annual total returns for the periods ending June 30, 1999
<TABLE>
<CAPTION>
Alliance Emerging
Markets Equity
Composite, Adjusted to
Alliance Emerging Reflect Expenses of the
Markets Equity Emerging Markets Emerging Markets MSCI Emerging Markets
Year Composite/1/ Portfolio (%)/2/ Portfolio/3/ Free Index
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999/4/ 40.83 40.71 29.92 39.87
1998 (28.85) (29.52) (26.83) (25.34)
1997 (9.35) (9.88) (1.69) (11.58)
1996 21.38 20.35 (3.23) 6.03
1995 (4.04) (4.52) -- (5.21)
1994 (13.12) (13.68) -- (7.32)
1993 63.44 63.44 -- 74.84
1992 16.38 16.05 -- 11.41
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
Time Period Average Annual Total Average Annual Total Average Annual Total Average Annual Total
(thru 6/30/99) Return (%) Return (%) Return (%) Return (%)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year 18.21 17.91 9.25 28.71
3 years (3.17) (3.65) (3.89) (4.00)
5 years 1.86 1.32 -- (0.83)
Since Inception 8.25 7.86 -- 6.56
(10/01/91)
</TABLE>
The chart above shows the historical performance of a composite of two
advisory accounts (with a market value of approximately U.S. $407 million as of
6/30/99), calculated according to the standards set by the Association for
Investment Management and Research (AIMR). The accounts have investment
objectives, policies and strategies that are substantially similar to those of
the Emerging Markets Portfolio. However, the accounts in the composite were not
subject to the requirements of the Investment Company Act of 1940 or Subchapter
M of the Internal Revenue Code, which, if imposed, could have affected the
performance.
The first column shows performance of Alliance Emerging Markets Equity
Composite after the deduction of investment management fees. The fees and
expenses of the Composite do not include custody fees or other expenses
normally paid by mutual funds and which the Emerging Markets Portfolio pays. If
these fees were included, returns would be lower.
The second column shows the gross performance of the Alliance Composite
adjusted to reflect the fees and expenses of the Emerging Markets Portfolio.
- -------
/1/Composite results are asset weighted and calculated on a monthly basis.
Quarterly and annual composite performance figures are computed by linking
monthly returns. Performance figures for each account are calculated
monthly. Monthly market values include income accruals.
/2/In calculating returns, the Emerging Markets Portfolio's actual expense
rates were used for 1996 to present; and the 1997/98 expense rate was used
for prior years.
/3/The portfolio commenced operations on April 6, 1996. The average annual
total return since inception through June 30, 1999 was (3.04%).
/4/Total returns through June 30, 1999, not annualized.
3
<PAGE>
The third column shows the actual performance of the Emerging Markets
Portfolio.
The fourth column shows the performance of the MSCI Emerging Markets Free
Index, an index that currently consists of approximately 879 stocks from
approximately 26 emerging market countries. Results include reinvested
dividends.
This composite information shows the historical track record of the proposed
portfolio manager and is not intended to imply how the Emerging Markets
Portfolio will perform under Alliance Capital's management.
The returns do not reflect fees and expenses associated with any variable
annuity contract or variable life insurance policy, and would be lower if they
did.
(b) The Fund, on behalf of the Equity Index Portfolio, would continue to
engage Bankers Trust Company under a new portfolio management
agreement, if approved by shareholders
The shareholders of the Equity Index Portfolio will be asked to approve a new
portfolio management agreement among the Fund (on behalf of the Portfolio),
Pacific Life, and Bankers Trust.
Shareholder approval of a new agreement will be sought because of the merger
involving Bankers Trust Corporation, Bankers Trust's parent company, and
Deutsche Bank A.G. ("Deutsche Bank"), in which Bankers Trust became an indirect
subsidiary of Deutsche Bank. The merger may have resulted in a change of
control of Bankers Trust. Under federal securities laws, this may have caused a
technical assignment of the portfolio management agreement for each index
portfolio, so that new agreements would be needed.
Though the merger occurred on June 4, 1999, Bankers Trust was granted an
exemptive order by the Securities and Exchange Commission permitting Bankers
Trust to continue to manage portfolios until November 1, 1999 without
shareholder approval. By that time, a new portfolio management agreement must
be approved by shareholders or Bankers Trust may not continue to serve as
portfolio manager. There are no material differences between the former and new
portfolio management agreements with Bankers Trust.
If approved by shareholders, the new portfolio management agreement would
continue in effect (subject to the Fund Board's required annual renewal) unless
terminated. At its May 24th meeting, the Fund Board approved the new portfolio
management agreement. It is expected that the agreement will be in effect
through December 31, 1999. (The sole shareholder of the Small-Cap Index
Portfolio already approved the new portfolio management agreement with Bankers
Trust.)
(c) Mercury Asset Management US will become the portfolio manager of the
Equity Index Portfolio and Small-Cap Index Portfolio on January 1,
2000, if approved by shareholders
If approved by shareholders, Mercury Asset Management US will become the
portfolio manager for the Equity Index and the Small-Cap Index Portfolios on
January 1, 2000. At the August 27th meeting, the Board unanimously approved a
new portfolio management agreement for Mercury to become the new portfolio
manager of the Equity Index and Small-Cap Index Portfolios. This approval was
granted after consideration of, among other factors, a recommendation by
Pacific Life and the experience of Mercury's Quantitative Strategy Division
investment professionals in managing index funds.
Mercury is a subsidiary of Merrill Lynch & Company, Inc. ("Merrill").
Merrill's Asset Management Group ("AMG") is the world's third largest active
global investment management organization, managing $516 billion in assets as
of June 30, 1999. AMG offers a broad range of investment services to many
diversified market segments. AMG is comprised of various divisions and
subsidiaries including Fund Asset Management, L.P., doing business as Mercury
Asset Management US. Mercury/AMG have a dedicated Quantitative Strategies
Division, which includes a five-member senior management team from Bankers
Trust Structured Investment Management Group, which had been responsible for
portfolio management of the Fund's Equity Index and Small-Cap Index Portfolios
since January 30, 1991 and January 1, 1999, respectively, until July 2, 1999.
4
<PAGE>
Portfolio Management Fee
If the new portfolio management agreement is approved by shareholders, there
would be no change in the portfolio management fee rate paid by Pacific Life to
Mercury from the fee currently paid to Bankers Trust.
Mercury's Management Style
The investment objective and policies of each portfolio will remain the same
if shareholders of the Index Portfolios approve the new portfolio management
agreement with Mercury. A five-member senior management team and certain other
investment professionals who worked at Bankers Trust have now become affiliated
with Mercury. They plan to manage the Portfolios the same way they managed
while employed at Bankers Trust. Therefore, investment styles and techniques
are not expected to change.
(d) The Fund will amend its advisory agreement with Pacific Life, so that
Pacific Life's advisory fee for the Equity Index Portfolio will
eliminate break points in the fee structure, if approved by
shareholders
The Fund's Board approved an amendment to the advisory agreement for the
Equity Index Portfolio so that the investment advisory fee to be paid to
Pacific Life would increase to a flat fee at an annual rate of 0.25% of average
daily net assets. (Currently, the first $100 million in average daily net
assets is charged at the 0.25% rate, the next $100 million at 0.20%, and the
excess over $200 million at 0.15%). If approved by the shareholders of the
Equity Index Portfolio, the new advisory fee will go into effect on January 1,
2000.
In approving the amendment to the advisory agreement, and in recommending
that shareholders vote affirmatively, the Board concluded that the compensation
to be paid to Pacific Life would be fair and reasonable.
(e) If approved by shareholders, the Fund will adopt a brokerage
enhancement plan
If approved by shareholders, the Fund will adopt a brokerage enhancement
plan. Under the plan, the Fund would be authorized to direct Pacific Life and
each of the Fund's portfolio managers to allocate brokerage transactions to
particular brokers or dealers to help promote the distribution of the Fund's
shares. The plan is not expected to increase fees or costs to the Fund or the
Portfolios. In return for directing brokerage transactions to certain brokers
and dealers, the Fund would receive brokerage credits or other benefits or
services. Through the Fund's distributor, Pacific Mutual Distributors, Inc.,
the Fund could use these credits with broker-dealers to help obtain certain
distribution-related activities or services that are intended to result
directly, or indirectly, in the sale of Fund shares. These credits generally
will not take the form of a cash payment or a rebate to the Fund, but rather as
a "credit" towards another service or benefit provided by a broker or dealer
such as, (but not limited to), the ability to promote the Fund at a conference
or meeting sponsored by the broker-dealer.
If the plan is approved, the granting of brokerage credits may be considered
by a portfolio manager or the adviser in allocating brokerage. In any event, a
portfolio manager or the adviser is always free to consider the sale of Fund
shares or variable contracts in allocating brokerage.
3. Reorganization of Alliance Capital Management L.P.
Alliance Capital Management L.P. ("Alliance I"), portfolio manager of the
Aggressive Equity Portfolio and proposed portfolio manager of the Emerging
Markets Portfolio, has advised the Fund that the Board of Directors of Alliance
Capital Management Corporation, general partner of Alliance I, has approved a
technical reorganization of Alliance I, which will be submitted to Alliance I's
unitholders for their approval at a special meeting to be held on September 22,
1999.
The reorganization will involve Alliance I transferring its business to a
newly-formed private limited partnership, Alliance Capital Management L.P. II
("Alliance II"), in exchange for limited partnership interests in Alliance II.
After the reorganization, Alliance II will conduct the business of Alliance I
without change in management or employee responsibilities and will be the
investment adviser to the clients currently serviced by Alliance I. Alliance
I's principal asset will be its interest in Alliance II. Alliance I will remain
publicly-traded on the New York Stock Exchange and will function solely as a
holding company through which public unitholders will continue to own an
indirect interest in Alliance II's business. Immediately after the
reorganization, Alliance I will change its name to "Alliance Capital Management
Holding L.P." and Alliance II will assume the name "Alliance Capital Management
L.P." Alliance Capital Management Corporation, Alliance I's general partner,
will also become the general partner of Alliance II.
5
<PAGE>
Alliance I has advised that the reorganization will not result in a change in
the day-to-day management of the persons providing advice to Alliance I
clients, and all current Alliance I employees, including those providing
investment advice, will become employees of Alliance II without change in
responsibilities. The Equitable Life Assurance Society of the United States
(Equitable) will retain its interest in Alliance I's general partner. Equitable
is a wholly-owned subsidiary of AXA Financial, Inc. (formerly known as The
Equitable Companies Incorporated). The investment advisory business presently
conducted by Alliance I will be conducted unchanged by Alliance II.
* * * * * * *
6
<PAGE>
Supplement dated September 9, 1999 to
Statement of Additional Information dated May 1, 1999 for
Pacific Select Fund
Effective October 1, 1999, the Growth Portfolio is available to all Pacific
Select Variable Annuity Contracts, and Pacific One, Pacific Portfolios, and
Pacific Value Variable Annuity Contracts.
