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As filed with the Securities and Exchange Commission on December 17, 1999
Registration No. 33-13954
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ________ [ ]
Post-Effective Amendment No. 26 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 27 [X]
(Check appropriate box or boxes)
Pacific Select Fund
(Exact Name of Registrant as Specified in Charter)
700 Newport Center Drive, P.O. Box 7500, Newport Beach, CA 92660
(Address of Principal Executive Offices ) (Zip Code)
Registrant's Telephone Number, including Area Code: (949) 219-6767
Robin Yonis Sandlaufer
Assistant Vice President and Investment Counsel of
Pacific Life Insurance Company
700 Newport Center Drive
Post Office Box 9000
Newport Beach, CA 92660
(Name and Address of Agent for Service)
Copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
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)
[_] on May 1, 1999 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) 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.
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PROSPECTUS
(Included in Post-Effective Amendment No. 24 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-99-000626, as filed on April 9,
1999, and incorporated by reference herein.)
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STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 24 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-99-000626, as filed on April
9, 1999, and incorporated by reference herein.)
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SUPPLEMENT DATED DECEMBER 17, 1999 TO THE
PROSPECTUS FOR PACIFIC SELECT FUND DATED MAY 1, 1999
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This supplement changes the fund's prospectus to reflect the following
effective January 1, 2000:
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The Fund is offering two new About the portfolios is amended by adding pages 4 through 7 of this supplement
portfolios describing the new portfolios. References to the fund's 18 portfolios
throughout the prospectus are changed to refer to 20 portfolios.
. Diversified Research Portfolio
. International Large-Cap Portfolio
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The names of two portfolios are The Growth Portfolio is now called the Small-Cap Equity Portfolio.
changed
The International Portfolio is now called the International Value Portfolio.
These new names better reflect the investment policies of these portfolios.
Throughout the prospectus, any reference to the Growth Portfolio is changed to
refer to the Small-Cap Equity Portfolio, and any reference to the International
Portfolio is changed to refer to the International Value Portfolio.
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The following portfolios have new Alliance Capital Management L.P. is the portfolio manager of the Emerging
portfolio managers Markets Portfolio.
Mercury Asset Management US is the portfolio manager of the Equity Index and
Small-Cap Index Portfolios.
The names of the prior managers (Blairlogie Capital Management and Bankers
Trust Company) are replaced with the names Alliance Capital Management L.P. and
Mercury Asset Management US, respectively. The description of the prior
managers in Managing the Pacific Select Fund on page 43 of the prospectus is
deleted.
About the portfolios--Emerging Markets Portfolio is replaced with pages 8 and 9
of this supplement.
About the portfolios--Equity Index Portfolio is amended by adding the following
footnote to the bar chart on page 33 in How the portfolio has performed: Mercury
Asset Management began managing the portfolio on January 1, 2000. Another firm
managed the portfolio before that date.
About the portfolios--Small-Cap Index Portfolio is amended by deleting the
section Performance of comparable account.
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Your guide to this prospectus is The first sentence of Performance of comparable accounts is changed to read:
amended the Pacific Select Fund introduced four new portfolios on January 4, 1999, and
two new portfolios on January 1, 2000.
The following paragraph is added after the first paragraph in this section:
The Emerging Markets Portfolio has a new portfolio manager, effective January
1, 2000. Prior performance of comparable accounts has been included on page
11 of this supplement to show you the historic performance of comparable
accounts managed by the new portfolio manager.
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An overview of the Pacific Select The chart on pages 4 and 5 in the prospectus is replaced with the chart on
Fund is amended pages 2 and 3 of this supplement.
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<CAPTION>
AN OVERVIEW OF THE PACIFIC SELECT FUND
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This table is a summary of the goals, invest- PORTFOLIO AND MANAGER THE PORTFOLIO'S INVESTMENT GOAL
ments and risks of each of the Pacific Select
Fund's 20 portfolios. It's designed to help Aggressive Equity Portfolio Capital appreciation.
you understand the differences between the Alliance Capital Management L.P.
portfolios, the risks associated with each,
and how risk and investment goals relate. Emerging Markets Portfolio Long-term growth of capital.
Alliance Capital Management L.P.
The performance of all of the Pacific Select
Fund portfolios is affected by changes in the Diversified Research Portfolio Long-term growth of capital.
economy and financial markets. The portfolios Capital Guardian Trust Company
are also affected by other kinds of risks,
depending on the types of securities they Small-Cap Equity Portfolio Growth of capital.
invest in. There's also the possibility that (formerly called Growth Portfolio)
investment decisions portfolio managers make Capital Guardian Trust Company
will not accomplish what they were designed to
achieve, or that the portfolio will not International Large-Cap Portfolio Long-term growth of capital.
achieve its investment goal. Capital Guardian Trust Company
Equity securities historically have Bond and Income Portfolio Total return and income consistent with
offered the potential for greater long-term Goldman Sachs Asset Management prudent investment management.
growth than most fixed income securities,
but they also tend to have larger and more Equity Portfolio Capital appreciation. Current income is
frequent changes in price, which means Goldman Sachs Asset Management of secondary importance.
there's a greater risk you could lose money
over the short term. Fixed income securities Multi-Strategy Portfolio High total return.
are affected primarily by the financial J.P. Morgan Investment Management Inc.
condition of the companies that have issued
them, and by changes in interest rates. Equity Income Portfolio Long-term growth of capital and income.
J.P. Morgan Investment Management Inc.
You'll find more information about each
portfolio's recent strategies and holdings in Growth LT Portfolio Long-term growth of capital consistent
the most recent report to shareholders, and Janus Capital Corporation with the preservation of capital.
a more detailed discussion of each
portfolio's investments, strategies and risks Mid-Cap Value Portfolio Capital appreciation.
in the Statement of Additional Information Lazard Asset Management
(SAI). Please turn to the back cover for
information about how to get copies of Equity Index Portfolio Investment results that correspond to
these documents. Mercury Asset Management US the total return of common stocks
publicly traded in the U.S.
Many of the investment techniques and
strategies discussed in this prospectus and Small-Cap Index Portfolio Investment results that correspond to
in the SAI are discretionary, which means that Mercury Asset Management US the total return of an index of small
portfolio managers can decide if they want to capitalization companies.
use them or not. Portfolio managers may also
use investment techniques or make investments REIT Portfolio Current income and long-term capital
in securities that are not part of a Morgan Stanley Asset Management appreciation.
portfolio's principal investment strategy.
A portfolio's stated investment goal, (as International Value Portfolio Long-term capital appreciation
shown in the second column to the right), (formerly called International Portfolio) primarily through investment in equity
cannot be changed without the approval of Morgan Stanley Asset Management securities of corporations domiciled in
shareholders. Investment policies may be countries other than the United States.
changed from time to time by the fund's
board of trustees. Government Securities Portfolio Maximize total return consistent with
Pacific Investment Management Company prudent investment management.
Managed Bond Portfolio Maximize total return consistent with
Pacific Investment Management Company prudent investment management.
Money Market Portfolio Current income consistent with
Pacific Life Insurance Company preservation of capital.
High Yield Bond Portfolio High level of current income.
Pacific Life Insurance Company
Large-Cap Value Portfolio Long-term growth of capital. Current
Salomon Brothers Asset Management Inc income is of secondary importance.
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THE PORTFOLIO'S MAIN INVESTMENTS THE PORTFOLIO'S MAIN RISKS
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Equity securities of small emerging-growth companies Price volatility and other risks that accompany an investment
and medium-sized companies. in small emerging-growth companies and medium-sized companies.
Particularly sensitive to price swings during periods of
economic uncertainty.
Equity securities of companies that are located Price volatility and other risks that accompany an investment
in countries generally regarded as "emerging market" in emerging markets. Sensitive to currency exchange rates,
countries. international political and economic conditions and other
risks that affect foreign securities. May have greater price
swings than most of the portfolios.
Equity securities of U.S. companies and securities Price volatility and other risks that accompany an investment
whose principal markets are in the U.S. in equity securities.
Equity securities of smaller and medium-sized Price volatility and other risks that accompany an investment
companies. in growth-oriented and smaller and medium-sized companies.
Particularly sensitive to price swings during periods of
economic uncertainty.
Equity securities of non-U.S. companies and Price volatility and other risks that accompany an investment
securities whose principal markets are outside of in foreign equities. Sensitive to currency exchange rates,
the U.S. international political and economic conditions and other
risks that affect foreign securities.
A wide range of fixed income securities with varying Credit, interest rate, liquidity and other risks that
terms to maturity, with an emphasis on long-term accompany an investment in fixed income securities and
bonds. in mortgage related investments. Particularly sensitive to
credit risk during economic downturns. Generally
has the most interest rate risk of the bond portfolios.
Equity securities of large U.S. growth-oriented Price volatility and other risks that accompany an equity
companies. investment in large, growth-oriented companies.
A mix of equity and fixed income securities. Price volatility and other risks that accompany an investment
in equity securities. Credit, interest rate and other risks
that accompany an investment in fixed income securities.
Equity securities of large and medium-sized Price volatility and other risks that accompany an investment
dividend-paying U.S. companies. in equity securities.
Equity securities of a large number of companies of Price volatility and other risks that accompany an investment
any size. in equity securities.
Equity securities of medium-sized U.S. companies Price volatility and other risks that accompany an equity
believed to be undervalued. investment in medium-sized companies.
Equity securities of companies that are included in Price volatility and other risks that accompany an investment
the Standard & Poor's 500 Composite Stock Price in equity securities. May be particularly susceptible to a
Index. general decline in the U.S. stock market because it cannot
change its investment strategy, even temporarily to protect
it from loss during poor economic conditions.
Equity securities of companies that are included in Price volatility and other risks that accompany an investment in
the Russell 2000 Small Stock Index. smaller companies. May be particularly susceptible to a general decline in
the U.S. stock market because it cannot change its investment strategy,
even temporarily to protect it from loss during poor economic conditions.
Equity securities of real estate investment trusts. Price volatility and the risks associated with the real estate
market. Particularly sensitive to price swings because the
portfolio is classified as "non-diversified"--it may hold
securities from a fewer number of issuers than a diversified
portfolio.
Equity securities of companies of any size located Price volatility and other risks that accompany an investment
in developed countries outside of the U.S. in foreign equities. Sensitive to currency exchange rates,
international political and economic conditions and other
risks that affect foreign securities.
Fixed income securities that are issued or Credit, interest rate and other risks that accompany an
guaranteed by the U.S. government, its agencies or investment in government bonds and in mortgage related
government-sponsored enterprises. investments. Generally has the least credit risk of the bond
portfolios.
Medium and high-quality fixed income securities with Credit, interest rate and other risks that accompany an
varying terms to maturity. investment in medium and high-quality fixed income securities
and in mortgage related investments.
Highest quality money market instruments believed to Credit and interest rate risks that accompany an investment in
have limited credit risk. high quality short-term instruments. Intended to have the
least investment risk of all of the portfolios.
Fixed income securities with lower and Credit, interest rate, liquidity and other risks that
medium-quality credit ratings and intermediate accompany an investment in lower-quality fixed income
to long terms to maturity. securities. Particularly sensitive to credit risk during
economic downturns.
Equity securities of large U.S. companies. Price volatility and other risks that accompany an equity
investment in large companies.
3
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ABOUT THE PORTFOLIO DIVERSIFIED RESEARCH PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies.
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest in common stocks of
U.S. companies and common stocks of foreign companies with significant markets
in the U.S. The portfolio invests primarily in companies with a total market
A company's "market capitalization" is a capitalization of more than $1 billion. Stocks of foreign companies with
measure of its size. Capitalization is significant markets in the U.S. include American Depositary Receipts (ADRs) and
calculated by multiplying the current share foreign securities registered in the U.S. The portfolio principally invests in
price by the number of shares held by common stock, but it may also invest in securities convertible into common stock,
investors. warrants, rights and non-convertible preferred stock.
The portfolio is managed by a team of analysts. The portfolio is divided into
segments, and each has its own analyst who makes independent decisions within
portfolio guidelines and objectives. Sector weightings are the result of individual
security selections, although the portfolio manager expects major industry sectors
to typically be represented in the portfolio.
The portfolio may invest up to 10% of its total assets in securities companies
domiciled outside the U.S. that are not included in the Standard & Poor's 500
Composite Stock Price Index.
Although the portfolio managers do not intend to seek short-term profits, they
may sell securities whenever they believe appropriate, without regard to the
length of time a security has been held.
The portfolio management team may temporarily change these strategies if it
believes economic conditions make it necessary to try to protect the portfolio
from potential loss. In this case, the portfolio may invest a substantial
portion of its assets in high-quality debt securities, including short-term
obligations.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The Diversified Research Portfolio principally invests in equity securities,
which may go up or down in value, sometimes rapidly and unpredictably. While
equities may offer the potential for greater long-term growth than most fixed
income securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
. price volatility - the value of the portfolio changes as the prices of its
investments go up and down. The portfolio invests in large to medium size
companies, which tend to have more stable prices than smaller companies.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way securities markets operate, less secure
foreign banks or securities depositories than those in the U.S., and foreign
controls on investment.
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[SYMBOL] --------------------------------------------------------------------------
Who manages the portfolio Andrew F. Barth, is President and Director-U.S. of Capital International
Research, Inc., the research arm and a subsidiary of Capital Guardian. He is
[LOGO OF CAPITAL GUARDIAN TRUST COMPANY also a Director of Capital Guardian and member of its Executive Committee and
APPEARS HERE] Global Institution Group North American Committee. As the Research Coordinator
for the portfolio, Mr. Barth facilitates the communication and comparison of
The Diversified Research Portfolio is investment ideas and allocates the portfolio's assets among the analysts.
managed by a team of analysts, led by The analysts have an average of 13 years investment experience and an average of
the Research Coordinator, at Capital 10 years with Capital Guardian or its affiliates.
Guardian Trust Company. You'll find
more about Capital Guardian on page 44
of the fund's prospectus.
PERFORMANCE OF COMPARABLE ACCOUNTS
This portfolio has no historical This chart does not show you the performance of the Diversified Research
performance because it started on Portfolio--it shows the performance of similar accounts managed by Capital
January 1, 2000. Guardian Trust Company.
The chart to the right shows the Annual total returns, and average annual total returns for the periods ending
historical performance of a composite of 3 June 30, 1999.
accounts managed by Capital Guardian
using its U.S. Equity Diversified Research -----------------------------------------------------------------------------------
strategy, calculated according to the Capital Guardian
standards set by the Association for U.S. Equity Diversified
Investment Management and Research (AIMR). Research Composite,
Each account in the composite has investment adjusted to reflect
objectives, policies and strategies that are fees and estimated
substantially similar to those of the Capital Guardian expenses of the
Diversified Research Portfolio. U.S. Equity Diversified Diversified Research S&P 500
Year Research Composite (%) Portfolio (%) Index (%)
This information shows the historical -----------------------------------------------------------------------------------
track record of the portfolio manager and 1999/1/ 16.44 16.28 12.38
is not intended to imply how the 1998 28.40 28.14 28.58
Diversified Research Portfolio has 1997 30.91 30.66 33.36
performed or will perform. Total returns 1996 21.92 21.63 22.96
represent past performance of the Capital 1995 39.63 39.43 37.58
Guardian U.S. Equity Diversified Research 1994 4.41 4.04 1.27
Composite and not the Diversified -----------------------------------------------------------------------------------
Research Portfolio. Time Period Average Annual Average Annual Average Annual
(through 6/30/99) Total Return (%) Total Return (%) Total Return (%)
Returns do not reflect fees and expenses -----------------------------------------------------------------------------------
associated with any variable annuity 1 Year 23.38 23.10 22.76
contract or variable life insurance policy, 5 Years 28.55 28.30 27.87
and would be lower if they did. since inception
3/31/93 22.74 22.45 22.04
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/1/ Total returns through June 30, 1999, not annualized.
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 adversely affected the performance.
The first column (after "Year") shows performance of the Capital Guardian U.S.
Equity Diversified Research Composite after the highest advisory fees charged
to accounts within the composite have been deducted. Custody fees or other
expenses normally paid by mutual funds and which the Diversified Research
Portfolio will pay have not been deducted. If those expenses were deducted,
returns would be lower.
The second column shows gross performance of the Capital Guardian composite,
adjusted to reflect the estimated fees and expenses of the Diversified Research
Portfolio.
The third column shows performance of the S&P 500 Index, an index of the stocks
of approximately 500 large-capitalization U.S. companies, for the same periods.
Results include reinvested dividends.
5
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ABOUT THE PORTFOLIO INTERNATIONAL LARGE-CAP PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies.
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest at least 80% of its
assets in companies located outside the U.S. The portfolio principally invests
in common stock, but it may also invest in securities convertible into common
stock, warrants, rights and non-convertible preferred stock.
The portfolio is managed by a team of managers. The portfolio management team
normally emphasizes investments in securities of companies located in Europe,
Canada, Australia, Asia and the Far East, but may also invest in other
countries and regions, including developing countries. Regional and country
allocation decisions are based on a variety of factors, including economic,
social, and political developments, currency risks and the liquidity of various
national markets.
Although the portfolio managers do not intend to seek short-term profits, they
may sell securities whenever they believe appropriate, without regard to the
length of time a security has been held.
The portfolio managers may use currency hedging and other investment management
techniques, such as forward foreign currency contracts. The portfolio may also
cross-hedge between two non-U.S. currencies.
The portfolio management team may temporarily change these strategies if it
believes that economic conditions make it necessary to try to protect the
portfolio from potential loss. In this case, the portfolio may invest a
substantial portion of its assets in short-term obligations.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The International Large-Cap Portfolio invests in equity securities, which may
go up or down in value, sometimes rapidly and unpredictably. While equities may
offer the potential for greater long-term growth than most fixed income
securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
. price volatility - the value of the portfolio changes as the prices of the
investments it holds go up or down. The portfolio invests in large to medium
size companies, which tend to have more stable prices than smaller companies.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way securities markets operate, less secure
foreign banks or securities depositories than those in the U.S., and foreign
controls on investment.
. risks of currency derivatives - this portfolio may enter into foreign
currency transactions, forward foreign currency contracts and other
investment techniques to help it achieve its investment goals. There's always
a risk that these techniques could reduce returns or increase the portfolio's
volatility.
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[SYMBOL] -----------------------------------------------------------------------
Who manages the portfolio The portfolio is managed by a team of managers with an average of 21 years with
Capital Guardian or its affiliates and 25 years investment experience.
[LOGO OF CAPITAL GUARDIAN TRUST COMPANY Each portfolio manager is individually responsible for the portion of the
APPEARS HERE] portfolio assigned to them. Each manager then invests his or her portion of the
portfolio in accordance with their investment convictions within portfolio
The International Large-Cap Portfolio is guidelines and objectives. The portfolio management team is supported by
managed by a team of portfolio managers over 25 research analysts who also manage a portion of the portfolio.
at Capital Guardian Trust Company.
You'll find more about Capital Guardian
on page 44 of the fund's prospectus.
PERFORMANCE OF COMPARABLE ACCOUNTS
This portfolio has no historical This chart does not show you the performance of the International Large-Cap
performance because it started on Portfolio -- it shows the performance of similar accounts managed by Capital
January 1, 2000. Guardian Trust Company.
The chart to the right shows the historical Annual total returns, and average annual total returns for the periods ending
performance of the Capital Guardian Non-U.S. June 30, 1999.
Equity Composite, calculated according to the
standards set by the Association for --------------------------------------------------------------------------------
Investment Management and Research (AIMR). Capital Guardian Non-
Each of the 92 accounts in the composite U.S. Equity Composite,
has investment objectives, policies and adjusted to reflect fees
strategies that are substantially similar Capital Guardian and estimated expenses
to those of the International Large-Cap Non-U.S. Equity of the International MSCI EAFE
Portfolio. Year Composite (%) Large-Cap Portfolio (%) Index (%)
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This information shows the historical 1999/1/ 19.68 19.52 4.11
track record of the portfolio manager and 1998 17.14 16.81 20.33
is not intended to imply how the 1997 8.78 8.39 1.78
International Large-Cap Portfolio has 1996 15.40 15.06 6.04
performed or will perform. Total returns 1995 13.50 13.14 11.21
represent past performance of the Capital 1994 3.25 2.83 7.80
Guardian Non-U.S. Equity Composite and not 1993 35.90 35.70 32.60
the International Large-Cap Portfolio. 1992 (3.58) (4.06) (12.20)
1991 16.98 16.64 12.50
Returns do not reflect fees and expenses 1990 (13.62) (14.17) (23.20)
associated with any variable annuity 1989 21.75 21.45 10.50
contract or variable life insurance policy, --------------------------------------------------------------------------------
and would be lower if they did. Time Period Average Annual Average Annual Average Annual
(through 6/30/99) Total Return (%) Total Return (%) Total Return (%)
--------------------------------------------------------------------------------
1 year 20.28 19.97 7.92
5 years 14.74 14.39 8.52
10 years 12.55 12.19 6.92
--------------------------------------------------------------------------------
/1/ Totals return through June 30, 1999, not annualized.
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 adversely affected the performance.
The first column (after "Year") shows performance of the Capital Guardian Non-U.S.
Equity Composite after the highest advisory fees charged to the accounts within
the composite have been deducted. Custody fees or other expenses normally paid by
mutual funds and which the International Large-Cap Portfolio will pay have not been
deducted. If those expenses were deducted, returns would be lower.
The second column shows gross performance of the Capital Guardian composite,
adjusted to reflect the estimated fees and expenses of the International Large-Cap
Portfolio.
The third column shows performance of the Morgan Stanley Capital International
EAFE Index, an unmanaged market value-weighted average of the performance of
over 1,000 securities listed on the stock exchanges of countries in Europe,
Australia, Asia, and the Far East, for the same periods. Results include
reinvested dividends.
7
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ABOUT THE PORTFOLIOS EMERGING MARKETS PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts.
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest in companies that
are located in countries that are generally regarded as "emerging market"
countries. It principally invests in common stock.
Emerging market countries are typically The portfolio manager seeks securities that meet its selection criteria and
less developed economically than allocates assets geographically. The portfolio manager uses a two-step process
industrialized countries and may offer to manage the portfolio:
high growth potential as well as considerable
investment risk. These countries are . looks for companies that it believes will provide superior growth at
generally located in South America, Asia, attractive prices - the portfolio manager uses fundamental company analysis
the Middle East and Eastern Europe. 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. The portfolio manager
pays attention to corporate governance, and prefers management teams that
have a track record for increasing shareholder value.
. allocates assets among countries in three broad regions - the portfolio
manager allocates assets among Asia, Latin America, and Eastern Europe/Middle
East/Africa. The portfolio manager 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.
The team may use options, futures contracts and other techniques to try to increase
returns. It may also use derivatives and other management techniques to hedge and
manage changes in currency exchange rates. The portfolio may also cross-hedge
between two non-U.S. currencies. The portfolio may lend some of its assets, as long
as the loans it makes are secured.
The portfolio's policy is to have almost all portfolio assets in common stock
at all times. The portfolio may, however, invest in U.S. government securities,
high-quality corporate fixed income securities, or money market instruments, to
meet cash flow needs or if the U.S. government ever imposes restrictions on
foreign investing.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The Emerging Markets Portfolio principally invests in equity securities, which
may go up or down in value, sometimes rapidly and unpredictably. While equities
may offer the potential for greater long-term growth than most fixed income
securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
Companies in emerging markets may be . price volatility - the value of the portfolio changes as the prices of its
especially volatile. The value of this investments go up or down. This portfolio invests in companies in emerging
portfolio may have greater price swings markets, which may be particularly volatile. It also invests in smaller
than most of the Pacific Select Fund companies, which tend to have higher price swings than larger companies
portfolios. because they have fewer financial resources, limited product and market
diversification and many are dependent on a few key managers.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way
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[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of securities markets operate, less secure foreign banks or securities
(continued) depositories than those in the U.S., and foreign controls on investment.
Investments in emerging markets countries are generally riskier than other
kinds of foreign investments, partly because emerging market countries may be
less politically and economically stable than other countries. It may also be
more difficult to buy and sell securities in emerging markets countries.
. risks of using derivatives - this portfolio may invest in foreign currency
transactions, forward foreign currency contracts, options, futures, and use
other investment techniques to help it achieve its investment goals. There's
always a risk that these techniques could reduce returns or increase the
portfolio's volatility.
. significant portfolio turnover - may occur in connection with the potential
restructuring of the portfolio's holdings to reflect the management style of
Alliance Capital. This may result in increased transactional costs to the
portfolio.
[SYMBOL] -----------------------------------------------------------------------
How the portfolio has performed Year by year total return (%)
as of December 31 each year/1/
The bar chart shows how the portfolio's
performance has varied since its inception. [BAR CHART OF TOTAL RETURN APPEARS HERE]
The table below the bar chart compares --------------------------------------------------------------------------------
the portfolio's performance with the 96 97 98
Morgan Stanley Capital International (MSCI)
Emerging Markets Free Index, an index of
approximately 879 stocks from approximately (3.23) (1.69) (26.83)
26 emerging market countries. --------------------------------------------------------------------------------
Returns do not reflect fees and expenses Best and worst quarterly performance during this period:
associated with any variable annuity 4th quarter 1998: 12.22%; 3rd quarter 1998: (25.07)%
contract or variable life insurance policy,
and would be lower if they did. Average annual total return Since inception
as of December 31, 1998 1 year (April 1, 1996)
Looking at how a portfolio has performed --------------------------------------------------------------------------------
in the past is important - but it's no Emerging Markets Portfolio/2/ (26.83)% (12.32)%
guarantee of how it will perform in the MSCI Emerging Markets Free Index (25.34)% (14.08)%
future.
/1/ Total return for 1996 is for the period from April 1, 1996 (commencement of
For information on how Alliance Capital operations) to December 31, 1996.
has managed substantially similar accounts, /2/ Alliance Capital Management L.P. began managing this portfolio on January 1,
see page 11 of this supplement. 2000. Another firm managed the portfolio before that date.
[SYMBOL] -----------------------------------------------------------------------
Who manages the portfolio Edward D. Baker III, Senior Vice President at Alliance Capital, will be the
primary portfolio manager. He is the head of the emerging markets equity
[LOGO OF ALLIANCE CAPITAL APPEARS HERE] portfolio management team and he coordinated the investment activities of
Alliance Capital's non-U.S. joint ventures. He is Chairman of Alliance Capital
The Emerging Markets Portfolio is managed Management Australia, Chairman and CEO of Alliance Capital Management Canada
by a team of portfolio managers at Alliance and Vice Chairman of Alliance Capital Investments Trust Management Co. in
Capital Management L.P. You'll find more Japan. He is also a member of the Board of Directors of New Alliance in Hong
about Alliance Capital on page 10 of this Kong. Prior to joining Alliance Capital in 1995, Mr. Baker worked for BARRA,
supplement. 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.
9
</TABLE>
<PAGE>
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
About the portfolios - Small-Cap The second bullet point under The portfolio's investment goal is removed.
Equity Portfolio (formerly called
Growth Portfolio) is amended The second sentence of the first paragraph in the section What the portfolio
invests in is replaced with:
The portfolio manager tends to emphasize companies that have a total market
capitalization of between $50 million and $1.5 billion.
The section Who manages the portfolio is amended by adding the following
additional managers at Capital Guardian:
Karen A. Miller, Vice President for Capital International Research, has 9
years of research/investment experience with Capital Guardian.
Lawrence R. Solomon, Senior Vice President and a Director of Capital
International Research, Inc., has 15 years of research/investment experience
with Capital Guardian.
--------------------------------------------------------------------------------
About the portfolios - Multi-Strategy The section Who manages the portfolio is amended by removing William Reigel.
Portfolio is amended
--------------------------------------------------------------------------------
Managing the Pacific Select Fund is The fourth paragraph in the section Pacific Life is replaced with:
amended
Pacific Life, subject to the review of the Fund's Board, has ultimate
responsibility to oversee the other portfolio managers. Under an exemptive
order from the Securities and Exchange Commission, Pacific Life and Pacific
Select Fund can hire, terminate and replace the portfolio managers (except,
as a general matter, portfolio managers affiliated with Pacific Life or
Pacific Select Fund) without shareholder approval. Within 90 days of the
hiring of any new portfolio manager, shareholders of the affected portfolio
will be sent information about the change.
The section Alliance Capital is replaced with:
Alliance Capital is a leading global investment adviser supervising client
accounts with assets as of June 30, 1999 totaling $321 billion. Alliance
Capital and its affiliates have 8 offices in the U.S. and 24 offices
worldwide. Alliance Capital's clients are primarily major corporate employee
benefit funds, public employee retirement systems, investment companies,
foundations and endowment funds.
Alliance Capital is an affiliate of The Equitable Life Assurance Society of
the United States and AXA Financial, Inc.
Alliance Capital manages the Aggressive Equity Portfolio and the Emerging
Markets Portfolio.
The section PIMCO is amended by adding:
On October 31, 1999, PIMCO Advisors, PIMCO Advisors Holdings L.P. ("PAH") and
Allianz AG ("Allianz") announced that they had reached a definitive agreement
under which Allianz would acquire majority ownership of PIMCO Advisors and
its subsidiaries (the "Allianz Transaction"). PIMCO is a subsidiary of PIMCO
Advisors. The Allianz Transaction is expected to be completed by April, 2000,
and is subject to various regulatory and shareholder approvals.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Managing the Pacific Select Fund is
amended (continued)
PERFORMANCE OF COMPARABLE ACCOUNTS
The chart to the right shows the This chart shows you the performance of a composite of accounts managed by Alliance Capital
historical performance of a composite that are comparable to the Emerging Markets Portfolio, the performance of the Emerging
of two advisory accounts managed by Markets Portfolio and performance of a benchmark index.
Alliance Capital, calculated according
to the standards set by the
Association for Investment Management Annual total returns since 1992 and average annual total returns for the periods ending
and Research (AIMR). The accounts June 30, 1999.
have investment objectives, policies
and strategies that are substantially --------------------------------------------------------------------------------------------
similar to those of the Emerging Alliance Emerging
Markets Portfolio. Markets Equity Emerging
Alliance Composite, Adjusted Markets
This information shows the historical Emerging to Reflect Expenses Portfolio (%)/3/ MSCI Emerging
track record of the portfolio manager Markets Equity of the Emerging (under prior Markets Free
and is not intended to imply how the Year Composite (%)/1/ Markets Portfolio (%)/2/ manager) Index (%)
Emerging Markets Portfolio has --------------------------------------------------------------------------------------------
performed or will perform. Total 1999/4/ 40.83 40.71 29.92 39.87
returns represent past performance 1998 (28.85) (29.52) (26.83) (25.34)
of the Alliance Emerging Markets 1997 (9.35) (9.88) (1.69) (11.59)
Equity Composite only and not the 1996 21.38 20.35 -- 6.03
Emerging Markets Portfolio. 1995 (4.04) (4.52) -- (5.21)
1994 (13.12) (13.68) -- (7.32)
The returns do not reflect fees and 1993 63.44 63.44 -- 74.84
expenses associated with any variable 1992 16.38 16.05 -- 11.41
annuity contract or variable life --------------------------------------------------------------------------------------------
insurance policy, and would be lower Time Period Average Annual Average Annual Average Annual Average Annual
if they did. (through 6/30/99) Total Return (%) Total Return (%) Total Return (%) Total Return (%)
--------------------------------------------------------------------------------------------
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
(10/01/91) 8.25 7.86 -- 6.56
--------------------------------------------------------------------------------------------
/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 1, 1996. The total return for the portfolio
for the period April 1, 1996 to December 31, 1996 was (3.23)%. The MSCI Emerging Markets
Free Index total return for the same period was (0.20)%. The average annual total return
for the portfolio since inception through June 30, 1999 was (3.04)%.
/4/ Total returns through June 30, 1999, not annualized.
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
adversely affected the performance.
The first column (after "Year") 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 gross performance of the Alliance Composite adjusted to reflect
the fees and expenses of the Emerging Markets Portfolio.
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. Results
include reinvested dividends.
11
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Managing the Pacific Select Fund is The following section is added:
amended (continued)
Mercury is a subsidiary of Merrill Lynch & Company, Inc. ("Merrill"). Merrill's
[LOGO OF MERCURY ASSET MANAGEMENT Asset Management Group ("AMG") is the world's third largest active global
APPEARS HERE] investment management organization, managing $516 billion in assets as of June
30, 1999. AMG has both experience and expertise to offer a broad range of
World Financial Center investment services to many diversified market segments. AMG is comprised of
225 Liberty Street various divisions and subsidiaries including Fund Asset Management, L.P., doing
New York, NY 10080 business as Mercury Asset Management US. Mercury/AMG have a dedicated
Quantitative Strategies Division, which includes a five-member senior
management team from the firm that served as portfolio manager prior to January 1,
2000, 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.
Mercury manages the Equity Index Portfolio and the Small-Cap Index Portfolio.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The table in Fees and expenses paid Advisory fee Other expenses Total expenses+
by the fund is amended --------------------------------------------------------------------------------
As an annual % of average daily net assets
Equity Index Portfolio 0.25 0.05 0.30
Diversified Research Portfolio* 0.90 0.05 0.95
International Large-Cap Portfolio* 1.05 0.15 1.20
--------------------------------------------------------------------------------
* Expenses are estimated. There were no actual advisory fees or expenses for
these portfolios in 1998 because the portfolios started on January 3, 2000.
See page 46 of the fund prospectus for information about expense caps
applicable to the portfolios through December 31, 2000.
+ Effective January 1, 2000, the fund will implement 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 of up to
approximately $300,000 for the year 2000, which it might otherwise incur for
distribution. If such defrayed amount were considered a fund expense, it
would represent approximately .0023% or less of any portfolio's average daily
net assets.
Information for investors is amended The following section is added:
Brokerage enhancement plan The fund has adopted a brokerage enhancement plan, under which the fund,
through its distributor, Pacific Mutual Distributors, Inc., can ask Pacific
The brokerage enhancement plan was Life and each of the fund's portfolio managers to allocate brokerage
adopted by the Fund pursuant to transactions to particular brokers or dealers, subject to best price and
Rule 12b-1 under the Investment execution, to help promote the distribution of the fund's shares. In return
Company Act of 1940, and may be for brokerage transactions, certain brokers and dealers may give the fund
considered a distribution plan because it brokerage credits or other benefits or services. The fund, through the
uses a fund asset - brokerage - to help distributor, could use these credits with broker-dealers to help obtain
promote distribution of the fund's shares. certain distribution-related activities or services. 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.
The plan is not expected to increase brokerage costs to a portfolio. The
granting of brokerage credits may be a factor considered by a portfolio manager
or the adviser in allocating brokerage. In addition, a portfolio manager or the
Form No. 15-22037-00 adviser is always free to consider the sale of fund shares or variable contracts
FP121799 in allocating brokerage.
</TABLE>
12
<PAGE>
Supplement dated December 17, 1999 to the
Statement of Additional Information for Pacific Select Fund dated May 1, 1999
The second sentence of the first paragraph of the cover page of the Statement
of Additional Information is amended by adding the Diversified Research and the
International Large-Cap Portfolios.
Throughout the Statement of Additional Information, any reference to the Growth
Portfolio is amended to refer to the Small-Cap Equity Portfolio, and any
reference to the International Portfolio is amended to refer to the
International Value Portfolio.
Under subsection Small-Cap Equity Portfolio (formerly the Growth Portfolio) the
first sentence is revised to read as follows:
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts.
Under ADDITIONAL INVESTMENT POLICIES OF THE PORTFOLIOS, the following changes
are made:
Unless otherwise noted, a Portfolio may invest up to 5% of its net assets
(taken at market value at the time of such investment) in any type of security
that the Investment Adviser or Portfolio Manager reasonably believes is
compatible with the investment objectives and policies of the Portfolio. Any
reference to a condition that the aggregate market value of the securities
loaned by a Portfolio may not at any time exceed 25% of the total assets of the
portfolio is changed to allow Portfolios to lend up to 33 1/3% of the aggregate
market value of their securities.
The following subsections are added:
Diversified Research Portfolio
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies.
In addition to the risk factors described in the Prospectus, the Portfolio
may be affected by the following additional risk factors. The Portfolio
uses a growth oriented approach to stock selection. The price of growth
stocks may be more sensitive to changes in current or expected earnings
than the prices of other stocks. The price of growth stocks also is subject
to the risk that the stock price of one or more companies will fall or will
fail to appreciate as anticipated by the Portfolio Manager, regardless of
performance of the securities markets.
International Large-Cap Portfolio
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies.
In addition to its investments in securities of non-U.S. issuers, the
Portfolio may invest in high quality debt securities rated, at the time of
purchase, within the top three quality categories by Moody's or S&P (or
unrated securities of equivalent quality), repurchase agreements, and
short-term debt obligations denominated in U.S. dollars or foreign
currencies.
In addition to the risk factors described in the Prospectus, the
Portfolio's investments in currency derivatives can significantly increase
its exposure to market risk or credit risk of the counterparty. Derivatives
also involve the risk of mispricing or improper valuation and the risk that
changes in value of the derivatives may not correlate perfectly with the
relevant assets, rates and indices.
1
<PAGE>
Under SECURITIES AND INVESTMENT TECHNIQUES, the following changes are made:
The second sentence in the first paragraph in the subsection Real Estate
Investment Trusts is amended by adding the names of the Diversified Research
and the International Large-Cap Portfolios.
The first sentence in the subsection Corporate Debt Securities is amended by
adding the Diversified Research and International Large-Cap Portfolios.
The first sentence in the subsection Variable and Floating Rate Securities is
amended by adding "except for the Diversified Research and International Large-
Cap Portfolios," after "All Portfolios."
The first paragraph in the subsection Reverse Repurchase Agreements and Other
Borrowings is replaced with:
Among the forms of borrowing in which the High Yield Bond, Managed Bond,
Government Securities, Aggressive Equity, Growth LT, Mid-Cap Value, Bond
and Income, Equity Index, Emerging Markets, Diversified Research and
International Large-Cap Portfolios may engage and enter into are reverse
repurchase agreements, which involve the sale of a debt security held by
the Portfolio, with an agreement by that Portfolio to repurchase the
security at a stated price, date and interest payment.
The text in part (iv) of the first sentence in the subsection Loans of
Portfolio Securities is replaced with:
the aggregate market value of securities loaned will not at any time exceed
33 1/3% of the total assets of the Portfolio.
The subsection Foreign Securities is amended by adding the following after the
tenth sentence:
The Diversified Research Portfolio may invest in foreign issuers whose
principal markets are in the U.S., which include American Depositary
Receipts and foreign securities registered in the U.S., and up to 10% of
its total assets in companies domiciled outside the U.S. and not included
in the S&P 500. The International Large-Cap Portfolio normally invests at
least 80% of its net assets in companies located outside the U.S.
The following paragraph is added at the end of this subsection:
Furthermore, there are greater risks involved in investing in emerging
market countries and/or their securities markets, such as less diverse and
less mature economic structures, less stable political systems, more
restrictive foreign investment policies, smaller-sized securities markets
and low trading volumes. Such risks can make investments illiquid and more
volatile than investments in developed countries and such securities may be
subject to abrupt and severe price declines. The Year 2000 problem also may
be especially acute in emerging market countries, which may adversely
affect the value of the Portfolio's investments. Moreover, securities
issued by European issuers may be adversely impacted by the use of the
"Euro" as a common currency in 11 European Monetary Union member states.
The Euro may result in various legal and accounting differences, tax
treatments, the creation and implementation of suitable clearing and
settlement systems and other operational problems, that may cause market
disruptions that could adversely affect investments quoted in the Euro.
Under the subsection Foreign Currency Transactions and Forward Foreign Currency
Contracts the following changes are made:
The first sentence and the last paragraph in the subsection are amended by
adding "Diversified Research and International Large-Cap" after "Emerging
Markets."
The third sentence in the first paragraph is replaced with:
However, the Portfolios have authority to deal in forward foreign exchange
transactions to hedge and manage currency exposure against possible
fluctuations in foreign exchange rates.
2
<PAGE>
The first sentence in the second paragraph is replaced with:
A Portfolio's dealings in forward foreign exchange transactions may include
hedging involving either specific transactions or portfolio positions. A
Portfolio may purchase and sell forward foreign currency contracts in
combination with other transactions in order to gain exposure to an
investment in lieu of actually purchasing such investment.
The sixth and seventh sentences in the third paragraph are replaced with:
In no event will a Portfolio enter into forward contracts or maintain a net
exposure to such contracts, where the consummation of the contracts would
obligate the Portfolio to deliver an amount of foreign currency in excess
of the value of that Portfolio's holdings denominated in or exposed to that
foreign currency (or a proxy currency considered to move in correlation
with that currency), or exposed to a particular securities market, or
futures contracts, options or other derivatives on such holdings. In
addition, in no event will a Portfolio enter into forward contracts under
this second circumstance, if, as a result, the Portfolio will have more
than 25% of the value of its total assets committed to the consummation of
such contracts.
The first two sentences in the seventh paragraph are replaced with:
A Portfolio is not required to enter into such transactions with regard to
their foreign currency denominated securities and will not do so unless
deemed appropriate by its Portfolio Manager.
The first and second sentences in the subsection Options are amended by adding
the Diversified Research and International Large-Cap Portfolios. Similarly, the
first sentence under the subheading Purchasing and Writing Options on
Securities, and the first and second sentences under the subheading Purchasing
and Writing Options on Stock Indexes are amended by adding the Diversified
Research and International Large-Cap Portfolios.
The first sentence in the subsection Options on Foreign Currencies is amended
by adding the Diversified Research and International Large-Cap Portfolios.
The first sentence in the subsection Foreign Currency Futures and Options
Thereon is amended by adding the Diversified Research and International Large-
Cap Portfolios.
The first sentence is the subsection Warrants and Rights is amended by adding
the Diversified Research and International Large-Cap Portfolios.
Under INVESTMENT RESTRICTIONS, the following changes are made:
Under the subsection Fundamental Investment Restrictions:
Restriction (vi)(c) is replaced with:
lend its portfolio securities to the extent permitted under applicable law.
Restrictions (viii), (ix) and (x) and the paragraph preceding Restriction
(viii) are deleted.
Under the subsection Nonfundamental Investment Restrictions:
Restriction (iii) is amended by adding at the end:
except for the Diversified Research and International Large-Cap Portfolios.
Restriction (iv) is replaced with:
(iv) except the Growth LT and Mid-Cap Value Portfolios, purchase securities
on margin (except for use of short-term credit necessary for clearance of
purchases and sales of portfolio securities) but it may make margin
deposits in connection with transactions in options, futures, and options
on futures;
3
<PAGE>
Restriction (v) is replaced with:
(v) except the Growth LT and Mid-Cap Value Portfolios, maintain a short
position or purchase, write, or sell puts, calls, straddles, spreads, or
combinations thereof, except as set forth in the Prospectus and in the SAI
for transactions in options, futures, and options on futures.
Restriction (vii) is replaced with:
(vii) purchase or sell commodities or commodities contracts, except that
subject to restrictions described in the Prospectus and in the SAI, (a)
each Portfolio other than the Money Market and Small-Cap Equity Portfolios
may engage in futures contracts and options on futures contracts; and (b)
all Portfolios may enter into foreign forward currency contracts.
Under ORGANIZATION AND MANAGEMENT OF THE FUND, the following changes are made:
Under the subsection "Investment Adviser":
The sixth paragraph is amended by adding the following before the last
sentence:
An Addendum to the Advisory Contract for the Diversified Research and
International Large-Cap Portfolios was approved by the Board of Trustees,
including a majority of the Trustees who are not parties to the Advisory
Contract or interested persons of such parties, at a meeting held on August
27, 1999, and by the sole shareholder of those Portfolios on December 14,
1999.
In addition, the seventh sentence in the seventh paragraph is replaced with:
For the Equity Index Portfolio, the Fund pays .25% of the average daily net
assets of the Portfolio. For the Diversified Research Portfolio, the Fund
pays .90% of the average daily net assets of the Portfolio. For the
International Large-Cap Portfolio, the Fund pays 1.05% of the average daily
net assets of the Portfolio.
Under the subsection Portfolio Management Agreements, the following changes are
made:
The following paragraphs are added after the paragraph immediately below the
Managed Bond and Government Securities Portfolios schedule:
On October 31, 1999, PIMCO Advisors, PAH and Allianz AG ("Allianz")
announced that they had reached a definitive agreement under which Allianz
would acquire majority ownership of PIMCO Advisors and its subsidiaries
(the "Allianz Transaction"). PIMCO is a subsidiary of PIMCO Advisors. The
Allianz Transaction is expected to be completed by April 2000. Under the
terms of the transaction, Allianz would acquire all of PAH, the publicly
traded general partner of PIMCO Advisors. Pacific Life would retain an
approximate 30% interest in PIMCO Advisors. After the Allianz Transaction
is completed, the Allianz Group (which includes Allianz and PIMCO) would
collectively have over $650 billion in assets under management.
Once the Transaction is consummated, absent an order from the SEC or other
relief, the Managed Bond and Government Securities Portfolios generally
cannot engage in principal transactions with "Affiliated Brokers" of
Allianz, including Dresdner Bank AG, Deutsche Bank AG, Bankers Trust
Company, BT Alex Brown, Inc., and certain other affiliated entities. As a
result, the Portfolios' ability to purchase securities underwritten by an
Affiliated Broker or to utilize the Affiliated Brokers for agency
transactions will be subject to regulatory restrictions. PIMCO has advised
that it does not believe that the above restrictions on transactions with
the Affiliated Brokers would materially adversely affect its ability to
provide services to the Portfolios, the Portfolios' ability to take
advantage of market opportunities, or their overall performance.
4
<PAGE>
The Allianz Transaction is subject to various approvals, including the
approvals of the public unitholders of PAH, and certain regulatory and
other approvals, as well as other conditions customary to this type of
transaction. If the acquisition results in a change of control under the
1940 Act, a new Portfolio Management Agreement with PIMCO will be required.
The shareholders of the Managed Bond and Government Securities Portfolios
may then be required to vote on the new Portfolio Management Agreement. A
supplement will be added if the acquisition is not completed according to
the schedule described above.
The fourth paragraph is amended by adding "the Diversified Research Portfolio
and the International Large-Cap Portfolio" after "Small-Cap Equity Portfolio
(formerly the Growth Portfolio)" in the first and second sentences.
After the Small-Cap Equity Portfolio (formerly the Growth Portfolio) schedule,
the following is added:
Diversified Research Portfolio
<TABLE>
<CAPTION>
Rate (%) Break-Point (assets)
-------- -------------------
<S> <C>
.50% On first $150 million
.45% On next $150 million
.35% On next $200 million
.30% On next $500 million
.275% On next $1 billion
.25% On excess
International Large-Cap Portfolio
<CAPTION>
Rate (%) Break-Point (assets)
-------- -------------------
<S> <C>
.65% On first $150 million
.55% On next $150 million
.45% On next $200 million
.40% On next $500 million
.375% On next $1 billion
.35% On excess
</TABLE>
The paragraph following the Aggressive Equity Portfolio schedule for Alliance
Capital is replaced with:
Alliance Capital Management Corporation ("ACMC") is the general partner of
Alliance and a wholly owned subsidiary of The Equitable Life Assurance
Society of the United States ("Equitable"). As of November 1, 1999,
Equitable and its subsidiaries were the beneficial owners of an
approximately 55.38% partnership interest in Alliance, and Alliance Capital
Management Holding L.P. ("Alliance Holding") owned an approximately 41.87%
partnership interest in Alliance. Equity interests in Alliance Holding are
traded on the New York Stock Exchange in the form of units. Approximately
98% of Alliance Holding's units are owned by the public and management or
employees of Alliance and approximately 2% are owned by Equitable. The
general partner of Alliance Holding is ACMC. Equitable, a New York life
insurance company, has total assets as at June 30, 1999 of approximately
US$93.9 billion and is a wholly owned subsidiary of AXA Financial, Inc.
("AXA Financial"), a Delaware corporation whose shares are traded on the
New York Stock Exchange. As of June 30, 1999, AXA, a French insurance
holding company, owned approximately 58.2% of the issued and outstanding
shares of the common stock of AXA Financial.
The paragraph immediately above the Equity Index and Small-Cap Index Portfolios
schedule, along with the schedule itself, are replaced with:
Pursuant to a Portfolio Management Agreement between the Fund, the Adviser
and Fund Asset Management, L.P., doing business as Mercury Asset Management
US ("Mercury"), a subsidiary of Merrill
5
<PAGE>
Lynch & Company, Inc., World Financial Center, 225 Liberty Street, New
York, NY 10080, which became effective January 1, 2000, Mercury is the
Portfolio Manager and provides investment advisory services to the Equity
Index and Small-Cap Index Portfolios. For these services, Pacific Life pays
to Mercury a monthly fee based on an annual percentage of the combined
average daily net assets of the Equity Index and Small-Cap Index
Portfolios, according to the following schedule:
Equity Index and Small-Cap Index Portfolios
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- -------------------
<S> <C>
.08% On first $100 million
.04% On next $100 million
.02% On excess
</TABLE>
From January 30, 1991, in the case of the Equity Index Portfolio, and
January 1, 1999, in the case of the Small-Cap Index Portfolio, through
December 31, 1999, pursuant to a Portfolio Management Agreement between the
Fund, the Adviser and Bankers Trust Company ("BTCo"), a wholly-owned-
subsidiary of Bankers Trust Corporation, and an indirect subsidiary of
Deutsche Bank AG, 130 Liberty Street, New York, New York 10006, BTCo was
the Portfolio Manager and provided investment advisory services to the
Equity Index and Small-Cap Index Portfolios. For the services provided in
1998 and 1999, Pacific Life paid to BTCo, at the beginning of each calendar
quarter, a fee based on an annual percentage of the combined daily net
assets of the Equity Index and Small-Cap Index Portfolios, according to the
following schedule, subject to a minimum fee of $100,000:
Equity Index and Small-Cap Index Portfolios
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- -------------------
<S> <C>
.08% On first $100 million
.04% On next $100 million
.02% On excess
</TABLE>
The paragraph immediately above the Emerging Markets Portfolio schedule, and
the schedule itself, are replaced with:
Pursuant to a Portfolio Management Agreement between the Fund, the Adviser
and Alliance Capital as described above, which became effective January 1,
2000, Alliance Capital is the Portfolio Manager and provides investment
advisory services to the Emerging Markets Portfolio. For these services,
Pacific Life pays to Alliance Capital a monthly fee based on the average
daily net assets of the Emerging Markets Portfolio at an annual rate,
according to the following schedule:
Emerging Markets Portfolio
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- --------------------
<S> <C>
.85% On first $50 million
.75% On next $50 million
.70% On next $50 million
.65% On next $50 million
.60% On excess
</TABLE>
From April 1, 1996 to December 31, 1999, pursuant to a Portfolio Management
Agreement between the Fund, the Adviser and Blairlogie Capital Management
("Blairlogie"), 4th Floor, 125 Princes Street, Edinburgh EH2 4AD, Scotland,
Blairlogie served as the Portfolio Manager and provided investment advisory
services to the Emerging Markets Portfolio. For the services provided in
1998 and 1999, Pacific
6
<PAGE>
Life paid a monthly fee to Blairlogie based on an annual percentage of the
Emerging Market Portfolio's average daily net assets according to the
following schedule:
Emerging Markets Portfolio
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- --------------------
<S> <C>
.85% On first $50 million
.75% On next $50 million
.70% On next $50 million
.65% On next $50 million
.60% On excess
</TABLE>
Under the subsection Purchases and Redemptions, after the first paragraph, the
following is added as the second paragraph:
Currently, each Portfolio offers shares of a single class. However, the
Fund is authorized to offer up to four additional classes of shares for
each Portfolio. These classes may be offered in the future to investors in
connection with individual retirement accounts, and certain other types of
qualified plans.
In addition, the fourth sentence in the first paragraph is replaced with:
Shares of the Small-Cap Equity Portfolio (formerly the Growth Portfolio)
are available to variable annuity contracts and variable life insurance
policies issued by Pacific Life Insurance Company and Pacific Life &
Annuity Company.
Also, the fifth and sixth sentences in the first paragraph are amended by
adding the Diversified Research and International Large-Cap Portfolios.
Under the subsection Distribution of Fund Shares the third paragraph is amended
by adding the following after the second sentence:
As of December 15, 1999, Pacific Life beneficially owned 100% of the
outstanding shares of the Diversified Research and International Large-Cap
Portfolios.
Under OTHER INFORMATION, the following is added:
The following is added after the subsection Concentration Policy and before the
subsection Capitalization:
Brokerage Enhancement Plan
The Fund has adopted a Brokerage Enhancement Plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act, under which the Fund may enter into
agreements or arrangements with brokers or dealers, pursuant to which
brokerage transactions can be directed on behalf of a Portfolio to the
participating broker-dealer to execute the transaction in return for
credits or other types of benefits to be awarded to the Portfolio. 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 the broker-dealer.
The directed-brokerage and other credits or benefits earned by each
Portfolio can be used in a number of ways to promote the distribution of
the Fund's shares. These ways include placing securities trades with a
broker-dealer that: (i) permits PMD to participate in or sponsor seminars,
sales meetings, conferences, and other events held by the broker-dealer;
(ii) is conducting due diligence on the Fund or the variable contracts (to
help that broker-dealer defray the expenses of its due diligence); (iii) is
disseminating sales literature about the Fund or the variable contracts (to
help defray its related expenses); or (iv) is placing the Fund or the
variable contracts on a list of eligible funds or variable contracts that
may be offered by that broker-dealer's registered representatives (to help
compensate it for the associated expenses).
7
<PAGE>
PMD can indirectly benefit from the Plan in that securities brokerage
allocated to a broker-dealer may help defray, in whole or in part,
distribution expenses that otherwise would be borne by PMD or an affiliate.
The Plan also permits credits generated by securities transactions from one
Portfolio to inure to the benefits of that Portfolio, of any other
Portfolio, or to the Fund as a whole.
The Plan provides that it is subject to annual renewal by the Board,
including those Trustees of the Fund who are not "interested persons" of
the Fund (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related
to it (the "Rule 12b-1 Trustees"), and that PMD provide the Trustees with a
written report of securities transactions directed under the Plan,
currently on a quarterly basis. The Plan also provides that it may be
terminated at any time by the vote of a majority of the Rule 12b-1
Trustees, and that all material Plan amendments must be approved by a vote
of the Rule 12b-1 Trustees.
The fourth paragraph under the subsection Capitalization is amended by adding
the following before the last sentence:
Expenses incurred in connection with the Fund's organization and establishment
of the Diversified Research and International Large-Cap Portfolios in 1999 and
the public offering of the shares of those Portfolios, aggregated approximately
60,000 per Portfolio.
Form No. 15-22038-00
FSAI 121799
8
<PAGE>
PACIFIC SELECT FUND
Part C: OTHER INFORMATION
Item 23. Exhibits
--------
(a)(1) Agreement and Declaration of Trust/3/
(a)(2) Establishment and Designation of Shares of
Beneficial Interest in the Equity Index Series/1/
(a)(3) Amendment to Agreement and Declaration of Trust/7/
(b) By-Laws of Registrant/1/
(c) Instruments Defining Rights of Holders of
Securities/1/
(d)(1) Investment Advisory Agreement/1/
(d)(2) Portfolio Management Agreement - Capital Guardian
Trust Company/1/
(d)(3) Portfolio Management Agreement - Bankers Trust
Company/1/
(d)(4) Portfolio Management Agreement - J.P. Morgan
Investment Management Inc./1/
(d)(5) Portfolio Management Agreement - Janus Capital
Corporation/1/
(d)(6) Portfolio Management Agreement - Morgan Stanley
Asset Management Inc./5/
(d)(7) Portfolio Management Agreement - Alliance Capital
Management L.P./6/
(d)(8) Portfolio Management Agreement - Goldman Sachs
Asset Management/6/
II-1
<PAGE>
(d)(9) Portfolio Management Agreement - Pacific
Investment Management Company/1/
(d)(10) Portfolio Management Agreement - Blairlogie
Capital Management/1/
(d)(11) Addendum to Portfolio Management Agreement -
Janus Capital Corporation/4/
(d)(12) Addendum to Portfolio Management Agreement -
J.P. Morgan Investment Management Inc./4/
(d)(13) Addendum to Portfolio Management Agreement -
Pacific Investment Management Company/4/
(d)(14) Addendum to Portfolio Management Agreement -
Blairlogie Capital Management/4/
(d)(15) Addendum to Advisory Agreement/7/
(d)(16) Portfolio Management Agreement - Salomon Brothers
Asset Management Inc./7/
(d)(17) Portfolio Management Agreement - Lazard Asset
Management/7/
(d)(18) Addendum to Portfolio Management Agreement -
Morgan Stanley Asset Management Inc./7/
(d)(19) Addendum to Portfolio Management Agreement -
Bankers Trust Company/7/
(d)(20) Form of Addendum to Advisory Agreement/9/
(d)(21) Form of Portfolio Management Agreement for
Diversified Research and International Large-Cap
Portfolios/9/
(d)(22) Form of Portfolio Management Agreement - Mercury
Asset Management US/9/
(d)(23) Form of Addendum to Portfolio Management
Agreement -Alliance Capital Management L.P./9/
(e)(1) Distribution Agreement/1/
(e)(2) Addendum to Distribution Agreement/7/
(e)(3) Form of Distribution Agreement/9/
(f) Not Applicable
(g)(1) Custodian Agreement/1/
(g)(2) Custodian Agreement Fee Schedule/4/
(g)(3) Addendum to Custodian Agreement/7/
(g)(4) Form of Addendum to Custody Agreement/9/
(h)(1) Agency Agreement/1/
(h)(2) Participation Agreement/1/
(h)(3) Agreement for Support Services/2/
(h)(4) Addendum to Agency Agreement/7/
(h)(5) Addendum to Participation Agreement/7/
(h)(6) Exhibit to Participation Agreement/8/
(h)(7) Form of Addendum to Agency Agreement/9/
(i) Opinion and Consent of Counsel/1/
(j) Independent Auditor's Consent
(k) Not Applicable
(l) Not Applicable
(m) Form of Brokerage Enhancement Plan/9/
(n) Not Applicable
(o) Not Applicable
- ------------
/1/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-95-
002464 filed on November 22, 1995 and incorporated by reference herein.
/2/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000275 filed on February 1, 1996 and incorporated by reference herein.
/3/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000919 filed on March 22, 1996 and incorporated by reference herein.
/4/ Included in Registrant's Form Type N1A/B, Accession No. 0001017062-97-
000728 filed on April 25, 1997 and incorporated by reference herein.
/5/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-97-
001012 filed on May 16, 1997 and incorporated by reference herein.
/6/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-98-
000424 filed on March 2, 1998 and incorporated by reference herein.
/7/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-98-
001954 filed on September 4, 1998 and incorporated by reference herein.
/8/ Included in Registrant's Form Type N1A/B, Accession No. 001017062-99-000626
filed on April 9, 1999 and incorporated by reference herein.
/9/ Included in Registrant's Form Type N1A/A, Accession Number 0001017062-99-
001714 filed on October 8, 1999 and incorporated by reference herein.
Item 24. Persons Controlled by or Under Common Control with the Fund
-----------------------------------------------------------
Pacific Life Insurance Company ("Pacific Life"), on its own behalf and on
behalf of its Separate Account A, Separate Account B, Pacific Select Variable
Annuity, Pacific Select Exec, Pacific COLI, Pacific COLI II, Pacific COLI III,
Pacific Select, and Pacific Corinthian Variable Account Separate Accounts
("Separate Accounts"), owns of record the outstanding shares of the Series of
Registrant. Pacific Life Insurance Company will vote fund shares in accordance
with instructions received from Policy Owners having interests in the Variable
Accounts of its Separate Accounts.
Item 25. Indemnification
---------------
II-2
<PAGE>
Reference is made to Article V of the Registrant's Declaration of
Trust.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Act") may be permitted to trustees, officers and controlling persons
of the Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is 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 trustees, officers or controlling
persons of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such trustees, officers or controlling
persons in connection with the shares 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 issues.
Item 26. Business and Other Connections of the Investment Adviser
--------------------------------------------------------
Each investment adviser, and the trustees or directors and officers of each
investment adviser and their business and other connections are as follows:
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life Insurance Company
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life Thomas C. Sutton Director, Chairman of the Board and Chief
Executive Officer of Pacific Life Insurance
Company, January 1990 to present; Director,
Chairman of the Board and Chief Executive
Officer of Pacific Mutual Holding Company and
Pacific LifeCorp, August 1997 to present;
Director of: Mutual Service Corporation,
Pacific Life & Annuity Company (formerly PM
Group Life Insurance Co.); PM Realty Advisors,
Inc., Pacific Financial Products, Inc., and
similar positions with various affiliated
companies of Pacific Life Insurance Company;
Director of: Newhall Land & Farming; Edison
International; The Irvine Company and Former
Immediate Past Chairman of the American
Council of Life Insurance; and Former Director
of: Pacific Corinthian Life Insurance Company,
Cadence Capital Management Corporation, NFJ
Investment Group, Inc., Pacific Financial Asset
Management Corporation, Pacific Investment
Management Company, Pacific Mutual Distributors,
Inc., and Management Board member of PIMCO
Advisors L.P.
Pacific Life Glenn S. Schafer Director (November 1994 to present) and President
(January 1995 to present) of Pacific Life Insurance
Company; Director and President of Pacific Mutual
Holding Company and Pacific LifeCorp, August 1997
to present; Director of: PL&A (formerly PM Group
Life Insurance Company); Mutual Service Corporation;
PM Realty Advisors, Inc.; United Planners Group,
Inc.; and similar positions with various affiliated
companies of Pacific Life Insurance Company; Former
Director of Pacific Corinthian Life Insurance
Company; Pacific Mutual Distributors, Inc.; and
Management Board member of PIMCO Advisors L.P.
Pacific Life David R. Carmichael Director (since August 1997), Senior Vice President
and General Counsel of Pacific Life Insurance
Company, April 1992 to present; Senior Vice
President and General Counsel of Pacific Mutual
Holding Company and Pacific LifeCorp, August 1997
to present; Senior Vice President and General
Counsel of PL&A (formerly PM Group Life Insurance
Company), July 1998 to present; Director of PL&A
(formerly PM Group Life Insurance Company);
Association of California Health and Life
Insurance Companies; and Association of Life
Insurance Counsel; Former Director of Pacific
Corinthian Life Insurance Company
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life Audrey L. Milfs Director (since August 1997), Vice President
and Corporate Secretary of Pacific Life
Insurance Company, March 1991 to present;
Vice President and Secretary of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 to present; Director of PL&A
(formerly PM Group Life Insurance Company);
Pacific Financial Products, Inc.; PM Realty
Advisors, Inc.; Vice President and Secretary
to several affiliated companies of Pacific
Life Insurance Company
Pacific Life Khanh T. Tran Director (since August 1997), Senior Vice
President and Chief Financial Officer of
Pacific Life Insurance Company, June 1996 to
present; Vice President and Treasurer of
Pacific Life Insurance Company, November 1991
to June 1996; Chief Financial Officer to
several affiliated companies of Pacific Life
Insurance Company, 1990 to present
Pacific Life Edward R. Byrd Vice President and Controller of Pacific
Life Insurance Company, August 1992 to present;
Vice President and Treasurer of Pacific Life
Insurance Company, November 1991 to June 1996;
Director (since January 1998), CFO and
Treasurer of Pacific Mutual Distributors, Inc.;
Vice President and Controller of Pacific Mutual
Holding Company and Pacific LifeCorp, August
1997 to present; and similar positions with
various affiliated companies of Pacific Life
Insurance Company; Senior Vice President and CFO,
PL&A (formerly PM Group Life Insurance Company),
February 1999 to present; Director of PM Realty
Advisors, Inc.; Director of Pacific Financial
Products, Inc., October 1998 to present; and
Senior Vice President and CFO, March 1999 to
present
Pacific Life Brian D. Klemens Vice President and Treasurer of Pacific Life
Insurance Company, December 1998 to Present; and
Assistant Vice President and Assistant Controller
of Pacific Life Insurance Company, April 1994 to
December 1998; Vice President and Treasurer of
Pacific Financial Products, Inc.; PM Realty
Advisors, Inc.; and PL&A (formerly PM Group Life
Insurance Company), February 1999 to present
Pacific Life Larry J. Card Executive Vice President of Pacific Life Insurance
Company, January 1995 to present; Executive Vice
President of Pacific Mutual Holding Company and
Pacific LifeCorp, August 1997 to present
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Investment Investment Adviser
Management
Company
("PIMCO")
PIMCO Augustine Ariza, Jr. Vice President
PIMCO Michael R. Asay Senior Vice President
PIMCO George C. Allan Senior Vice President
PIMCO Tamara J. Arnold, CFA Senior Vice President
PIMCO Brian P. Baker Vice President
PIMCO Leslie A. Barbi Executive Vice President
PIMCO Stephen B. Beaumont Vice President
PIMCO William R. Benz, CFA Managing Director
PIMCO Gregory A. Bishop Vice President
PIMCO Andrew Brick Senior Vice President
PIMCO John B. Brynjolfsson Senior Vice President
PIMCO Robert W. Burns Managing Director
PIMCO Sabrina C. Callin Vice President
PIMCO Marica K. Clark Vice President
PIMCO Carl J. Cohen Vice President
PIMCO Jerry L. Coleman Vice President
PIMCO Cyrille Conseil Vice President
PIMCO Douglas Cummings Vice President
PIMCO Wendy W. Cupps Senior Vice President
PIMCO Chris P. Dialynas Managing Director
PIMCO David J. Dorff Vice President
PIMCO Michael G. Dow Senior Vice President
PIMCO Anita Dunn Vice President
PIMCO Sandra Durn Vice President
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO A. Benjamin Ehlert, CFA, Executive Vice President
CIC
PIMCO Robert A. Ettl Executive Vice President
PIMCO Stephanie D. Evans Vice President
PIMCO Anthony K. Faillace Vice President
PIMCO Robert M. Fitzgerald Chief Financial Officer, Treasurer
PIMCO Teri Frisch Vice President
PIMCO Steve A. Foulke Vice President
PIMCO Yuri P. Garbuzov Vice President
PIMCO William H. Gross, CFA Managing Director
PIMCO John L. Hague Managing Director
PIMCO Gordon C. Hally, CIC Executive Vice President
PIMCO Pasi M. Hamalainen Executive Vice President
PIMCO John P. Hardaway Senior Vice President
PIMCO Brent R. Harris, CFA Managing Director
PIMCO Joseph Hattesohl Vice President
PIMCO Raymond C. Hayes Vice President
PIMCO Robert G. Herin Vice President
PIMCO David C. Hinman Senior Vice President
PIMCO Lisa Hocson Vice President
PIMCO Douglas M. Hodge, CFA Executive Vice President
PIMCO Brent L. Holden, CFA Executive Vice President
PIMCO Dwight F. Holloway, Jr., Senior Vice President
CFA, CIC
PIMCO Jane T. Howe, CFA Vice President
PIMCO Mark T. Hudoff Senior Vice President
PIMCO Margaret E. Isberg Managing Director
PIMCO Thomas J. Kelleher Vice President
PIMCO James M. Keller Senior Vice President
PIMCO Raymond G. Kennedy, CFA Senior Vice President
PIMCO Mark R. Kiesel Vice President
PIMCO Sharon K. Kilmer Executive Vice President
PIMCO Steven Kirkbaumer Vice President
PIMCO John S. Loftus, CFA Executive Vice President
PIMCO David Lown Vice President
PIMCO Laura M. Lyon Vice President
PIMCO Joseph McDevitt Executive Vice President
PIMCO Andre J. Mallegol Vice President
PIMCO Scott W. Martin Vice President
PIMCO Michael E. Martini Vice President
PIMCO Scott A. Mather Senior Vice President
PIMCO Benjamin L. Mayer Vice President
PIMCO Dean S. Meiling, CFA Managing Director
PIMCO Jonathan D. Moll Vice President
PIMCO Mark E. Metsch Vice President
PIMCO Marie Molloy Vice President
PIMCO Kristen M. Monson Vice President
PIMCO James F. Muzzy, CFA Managing Director
PIMCO Doris Nakamura Vice President
PIMCO Mark D. Nellemann Vice President
PIMCO Vinh T. Nguyen Controller
PIMCO Douglas J. Ongaro Vice President
PIMCO Thomas J. Otterbein, CFA Senior Vice President
PIMCO Kumar N. Palghat Vice President
PIMCO Victoria M. Paradis Vice President
PIMCO Keith Perez Vice President
PIMCO Mohan V. Phansalkar Senior Vice President, Senior
Legal Counsel
PIMCO Elizabeth M. Philipp Vice President
PIMCO David J. Pittman Vice President
PIMCO William F. Podlich III Managing Director
PIMCO William C. Powers Managing Director
PIMCO Terry A. Randall Vice President
PIMCO Mark Romano Vice President
PIMCO Scott L. Roney, CFA Senior Vice President
PIMCO Michael J. Rosborough Senior Vice President
PIMCO Cathy T. Rowe Vice President
PIMCO Seth R. Ruthen Vice President
PIMCO Jeffrey M. Sargent Vice President
PIMCO Ernest L. Schmider Executive Vice President, Secretary,
Chief Administrative and Legal Officer
PIMCO Leland T. Scholey, CFA Senior Vice President
PIMCO Stephen O. Schulist Vice President
PIMCO Iwona E. Scibisz Vice President
PIMCO Richard Selby Senior Vice President
PIMCO Denise C. Seliga Vice President
PIMCO Rita J. Seymour Vice President
PIMCO Christopher Sullivan, CFA Vice President
PIMCO Cheryl L. Sylwester Vice President
PIMCO Kyle J. Theodore Vice President
PIMCO Lee Thomas Managing Director
PIMCO William S. Thompson, Chief Executive Officer and Managing
Jr. Director
PIMCO Ronaele K. Trinidad Vice President
PIMCO Benjamin L. Trosky, CFA Managing Director
PIMCO Richard E. Tyson Vice President
PIMCO Peter A. Van de Zilver Vice President
PIMCO Koichi Watanabe Vice President
PIMCO Marilyn Wegener Vice President
PIMCO Richard M. Weil Assistant Secretary
PIMCO Paul C. Westhead Vice President
PIMCO George H. Wood, CFA Executive Vice President
PIMCO Michael A. Yetter Senior Vice President
PIMCO David Young Vice President
PIMCO Changhong Zhu Vice President
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust Investment Adviser
Company
Capital Guardian Trust Donnalisa Barnum Senior Vice President, Capital
Company Guardian Trust Company; Vice
President, Capital International
Limited
Capital Guardian Trust Andrew F. Barth Director of Capital Guardian Trust
Company Company; Executive Vice President and
Research Manager of Capital Guardian
Research Company
Capital Guardian Trust Michael D. Beckman Senior Vice President, Treasurer and
Company Director, Capital Guardian Trust
Company; Director, Capital Guardian
Trust Company of Nevada; Treasurer,
Capital Guardian Research Company
Capital Guardian Trust Elizabeth A. Burns Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Larry P. Clemmensen Director of Capital Guardian Trust
Company Company, American Funds Distributors,
Inc.; Chairman of the Board, American
Funds Service Company; Director and
President, The Capital Group Companies,
Inc.; Senior Vice President and Director,
Capital Research and Management Company;
President and Director, Capital Management
Services, Inc.; Treasurer, Capital
Strategy Research, Inc.; Senior Vice
President, Capital Income Builder, Inc.
and Capital World Growth & Income Fund, Inc.
Capital Guardian Trust Roberta A. Conroy Senior Vice President, Director and Counsel,
Company Capital Guardian Trust Company; Senior Vice
President and Secretary, Capital
International, Inc. and Emerging Markets
Growth Fund, Inc.; Assistant General Counsel,
The Capital Group Companies, Inc.; Secretary,
Capital Management Services, Inc.
Capital Guardian Trust John B. Emerson Senior Vice President, Capital Guardian
Company Trust Company; Deputy Assistant to the
President for Intergovernmental Affairs,
Deputy Director of Presidential Personnel,
The White House
Capital Guardian Trust Michael R. Ericksen Senior Vice President, Capital Guardian
Company Trust Company; Senior Vice President,
Capital International, Limited
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- ----------------------------------------------
<S> <C> <C>
Capital Guardian Trust David I. Fisher Chairman and Director of The Capital Group
Company Companies, Inc. and Capital Guardian Trust
Company; Vice Chairman and Director, Capital
International Inc., Capital International
K.K., Capital International Limited and
Emerging Markets Growth Fund, Inc.; President
and Director, Capital Group International,
Inc. and Capital International Limited
(Bermuda); Presidente du Conseil, Capital
International S.A.; Director, Capital Group
Research, Inc., Capital Research
International, New Perspective Fund, Inc. and
EuroPacific Growth Fund, Inc.
Capital Guardian Trust William Flumenbaum Senior Vice President, Capital Guardian Trust
Company Company, Personal Investment Management
Division; Vice President, Capital Guardian
Trust Company, a Nevada Corporation;
Director, Principal Gifts-UCLA Development;
Executive Director, UCLA Jonsson Cancer Center
Foundation; Deputy Director UCLA Health
Science Development
Capital Guardian Trust Richard N. Havas Senior Vice President, Capital Guardian
Company Trust Company, Capital International Limited,
Capital Research International, and Capital
Guardian Canada, Inc.
Capital Guardian Trust Frederick M. Hughes, Jr. Senior Vice President, Capital
Company Guardian Trust Company
Capital Guardian Trust William H. Hurt Senior Vice President and Director,
Company Capital Guardian Trust Company;
Chairman Capital Guardian Trust
Company of Nevada and Capital
Strategy Research, Inc.
Capital Guardian Trust Robert G. Kirby Chairman Emeritus, Capital Guardian Trust
Company; Senior Partner, The Capital Group
Partners L.P.
Capital Guardian Trust Nancy J. Kyle Senior Vice President and Director,
Company Capital Guardian Trust Company; President,
Capital Guardian Canada, Inc. and Vice
President, Emerging Markets Growth Fund, Inc.
Capital Guardian Trust Karin L. Larson Director, Capital Guardian Trust
Company Company and The Capital Group Companies, Inc.;
President, Director, and Director of Research,
Capital Guardian Research Company;
Chairperson, President and Director, Capital
Group Research, Inc.; President, Director and
Director of International Research, Capital
Research International
Capital Guardian Trust D. James Martin Director, Capital Guardian Trust
Company Company; Senior Vice President and
Director, Capital Guardian Research
Company
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust John R. McIlwraith Senior Vice President and Director,
Company Capital Guardian Trust Company; Senior
Vice President and Director, Capital
International Limited
Capital Guardian Trust James R. Mulally Senior Vice President and Director,
Company Capital Guardian Trust Company; Senior
Vice President, Capital International
Limited; Director, Capital Guardian
Research Company; Vice President, Capital
Research Company
Capital Guardian Trust Shelby Notkin Senior Vice President, Capital
Company Guardian Trust Company; Director, Capital
Guardian Trust Company of Nevada
Capital Guardian Trust Mary M. O'Hern Senior Vice President, Capital
Company Guardian Trust Company and Capital
International Limited; Vice President,
Capital International, Inc.
Capital Guardian Trust Jeffrey C. Paster Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Robert V. Pennington Senior Vice President, Capital Guardian
Company Trust Company; President, Capital
Guardian Trust Company of Nevada
Capital Guardian Trust Jason M. Pilalas Director, Capital Guardian Trust
Company Company; Senior Vice President and
Director, Capital Guardian Research
Company
Capital Guardian Trust Robert Ronus President and Director, Capital Guardian
Company Trust Company; Chairman and Director,
Capital Guardian Canada, Inc., Capital
Research International and Capital Guardian
Research Company; Senior Vice President,
Capital International Limited; Directeur,
Capital International S.A.; Director,
Capital Group International, Inc., The
Capital Group Companies, Inc. and Capital
International Fund S.A.
Capital Guardian Trust Theodore R. Samuels Senior Vice President and Director,
Company Capital Guardian Trust Company;
Director, Capital Guardian Research
Company
Capital Guardian Trust Lionel A. Sauvage Senior Vice President, Capital Guardian
Company Trust Company; Director, Capital Guardian
Research Company; Vice President,
Capital International Research, Inc.
Capital Guardian Trust John H. Seiter Executive Vice President of Client Relations
Company and Marketing; Director, Capital Guardian
Trust Company; Senior Vice President, Capital
Group International, Inc.; Vice President,
The Capital Group Companies, Inc.
Capital Guardian Trust Robert L. Spare Senior Vice President, Capital Guardian
Company Trust Company
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust Eugene P. Stein Executive Vice President and Director,
Company Capital Guardian Trust Company;
Director, Capital Guardian Research
Company
Capital Guardian Trust Bente L. Strong Senior Vice President, Capital Guardian
Company Trust Company Personal Investment Management
Division; Publisher, Capital Publishing's
The American Benefactor Magazine
Capital Guardian Trust Philip A. Swan Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Shaw B. Wagener Director, Capital Guardian Trust Company,
Company Capital International Asia Pacific
Management Company, S.A., Capital
International Management Company, Capital
International Emerging Countries Fund and
Capital International Latin American Fund;
President and Director, Capital
International, Inc; Senior Vice President,
Capital Group International, Inc. and
Emerging Markets Growth Fund, Inc.
Capital Guardian Trust Eugene M. Waldron Senior Vice President, Capital Guardian Trust
Company Company; Vice President, Loomis, Sayles &
Company
Capital Guardian Trust N. Dexter Williams Senior Vice President, Capital Guardian
Company Trust Company Personal Investment
Management Division; Senior Vice President,
American Funds Distributors, Inc.
</TABLE>
II-11
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
J.P. Morgan Investment Adviser
Investment
Management Inc.
J.P. Morgan Keith M. Schappert President, Chairman, Director and Managing
Investment Director, J.P. Morgan Investment
Management Inc. Management Inc.; Managing Director, Morgan
Guaranty Trust Company of New York
J.P. Morgan Jeff M. Garrity Director and Managing Director,
Investment J.P. Morgan Investment Management
Management Inc. Inc.; Managing Director, Morgan
Guaranty Trust Company of New York
J.P. Morgan Isabel H. Sloane Director and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing Director,
Management Inc. Morgan Guaranty Trust Company of New York
J.P. Morgan Gilbert Van Hassel Director and Managing Director, J.P.
Investment Morgan Investment Management Inc.;
Management Inc. Managing Director, Morgan Guaranty
Trust Company of New York
J.P. Morgan Hendrik Van Riel Director and Managing Director,
Investment J.P. Morgan Investment Management Inc.;
Management Inc. Managing Director, Morgan Guaranty
Trust Company of New York
J.P. Morgan Kenneth W. Anderson Director and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing
Management Inc. Director, Morgan Guaranty Trust Company
of New York
Michael E. Patterson Director; Vice Chairman, Director, J.P.
Morgan & Co. Incorporated and Morgan
Guaranty Trust Company of New York
J.P. Morgan John W. Schmidlin Director, J.P. Morgan Investment Management
Investment Inc.; Managing Director, Morgan Guaranty
Management Inc. Trust Company of New York
J.P. Morgan Anthony Della Pietra Secretary and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing Director,
Management Inc. Vice President, Morgan Guaranty Trust Company
of New York
</TABLE>
II-12
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Janus Capital Investment Adviser
Corporation
Janus Capital Thomas H. Bailey President, Director, Chairman of the
Corporation Board and Chief Executive Officer
Janus Capital James P. Craig, III Director, Vice Chairman and Chief Investment
Corporation Officer
Janus Capital Steven R. Goodbarn Vice President of Finance, Treasurer and CFO
Corporation
Janus Capital Thomas A. Early Vice President, General Counsel and
Corporation Secretary
Janus Capital Michael E. Herman Director
Corporation
Janus Capital Thomas A. McDonnell Director
Corporation
Janus Capital Landon H. Rowland Director
Corporation
Janus Capital Michael Stolper Director
Corporation
Janus Capital Mark B. Whiston Vice President and Chief Marketing
Corporation Officer
Janus Capital Marjorie G. Hurd Vice President and Chief Operations Officer
Corporation
Janus Capital Steven R. Goodbarn Treasurer and Chief Financial
Corporation Officer, 1992 to present, Vice
President of Finance, June 1995
to present
</TABLE>
II-13
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ----------------------- ---------------------- ------------------------------
<S> <C> <C>
Morgan Stanley Asset Investment Adviser
Management Inc.
Morgan Stanley Asset Barton M. Biggs Director, Chairman and
Management Inc. Managing Director
Morgan Stanley Asset Peter Dominic Managing Director and Member
Management Inc. Caldecott of Executive Committee
Morgan Stanley Asset Dennis G. Sherva Director and Managing Director
Management Inc.
Morgan Stanley Asset Marna C. Whittington Chief Operating Officer,
Management Inc. Managing Director, and Member
of Executive Committee
Morgan Stanley Asset Donald P. Ryan Principal and Compliance Officer
Management Inc.
Morgan Stanley Asset Harold J. Schaaff, Jr. Principal, General Counsel
Management Inc. and Secretary
Morgan Stanley Asset Alexander C. Frank Treasurer
Management Inc.
Morgan Stanley Asset Richard B. Worley President, Director, Portfolio
Management Inc. Manager and Member of Executive
Committee
Morgan Stanley Asset Thomas L. Bennett Member of Executive Committee
Management Inc. and Portfolio Manager
Morgan Stanley Asset Frank P.L. Minard Managing Director and Member
Management Inc. of Executive Committee
Morgan Stanley Asset Alan E. Goldberg Member of Executive Committee
Management Inc.
</TABLE>
II-14
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------ ----------------------- --------------------------------------------
<S> <C> <C>
Bankers Trust Trust Company
Company ("Bankers
Trust")
Bankers Trust George B. Beitzel Director of Bankers Trust Corporation
Bankers Trust William R. Howell Director of Bankers Trust Corporation
Bankers Trust Lee A. Ault III Director of Bankers Trust Corporation
Bankers Trust Vernon E. Jordan, Jr. Director of Bankers Trust Corporation
Bankers Trust Hamish Maxwell Director of Bankers Trust Corporation
Bankers Trust N.J. Nicholas, Jr. Director of Bankers Trust Corporation
Bankers Trust Russell E. Palmer Director of Bankers Trust Corporation
Bankers Trust Frank N. Newman Chairman of the Board and Chief Executive
Officer and President of Bankers Trust
Corporation
Bankers Trust Patricia Carry Stewart Director of Bankers Trust Corporation
Bankers Trust Philip A. Griffiths Director of Bankers Trust Corporation
Bankers Trust Donald L. Staheli Director of Bankers Trust Corporation
Bankers Trust Paul A. Volcker Director of Bankers Trust Corporation
Bankers Trust Neil R. Austrian Director of Bankers Trust Corporation
Bankers Trust G. Richard Thoman Director of Bankers Trust Corporation
Bankers Trust Richard H. Daniel Vice Chairman and Chief Financial
Officer of Bankers Trust Corporation
Bankers Trust Eugene A. Ludwig Vice Chairman of Bankers Trust Corporation
Bankers Trust Mark Bieler Executive Vice President of Bankers Trust
Corporation
Bankers Trust Mary Cirillo Executive Vice President of Bankers Trust
Corporation
Bankers Trust Robert A. Ferguson Executive Vice President of Bankers Trust
Corporation
Bankers Trust Duncan P. Hennes Executive Vice President and Treasurer of
Bankers Trust Corporation
Bankers Trust Joseph A. Manganello, Jr. Executive Vice President and Chief Credit
Officer of Bankers Trust Corporation
Bankers Trust I. David Marshall Executive Vice President and Chief
Information Officer of Bankers Trust
Corporation
Bankers Trust Melvin A. Yellin Executive Vice President and General
Counsel of Bankers Trust Corporation
Bankers Trust Yves de Balmann Vice Chairman of Bankers Trust
Corporation
Bankers Trust Mayo A. Shattuck, III Vice Chairman of Bankers Trust
Corporation
Bankers Trust Rodney A. McLauchlan Executive Vice President of Bankers
Trust Corporation
Bankers Trust George J. Vojta Vice Chairman of the Board of Bankers
Trust Corporation
</TABLE>
II-15
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- ---------------------------------------------
<S> <C> <C>
Goldman Sachs Asset Investment Adviser
Management
Goldman Sachs Asset Jon S. Corzine Co-Chairman, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Robert J. Hurst Managing Director, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Henry M. Paulson, Jr. Chief Executive Officer - Co-Chairman
Management Goldman, Sachs & Co.
Goldman Sachs Asset John A. Thain Co-Chief Operating Officer, Goldman,
Management Sachs & Co.
Goldman Sachs Asset John L. Thornton Co-Chief Operating Officer, Goldman,
Management Sachs & Co.
Goldman Sachs Asset Roy J. Zuckerberg Managing Director, Goldman, Sachs & Co.
Management
Blairlogie Capital Investment Adviser
Management
("Blairlogie")
Blairlogie Gavin Dobson Chief Executive Officer and Limited Partner,
Blairlogie Capital Management
Blairlogie James Smith Chief Investment Officer and Limited Partner,
Blairlogie Capital Management
</TABLE>
II-16
<PAGE>
<TABLE>
<CAPTION>
Adviser and Governing
Board of Directors Name of Individual Business and Other Connections
- -------------------------------- ------------------------------- ---------------------------------------------------------
<S> <C> <C>
Alliance Capital Management L.P. Investment Adviser
Alliance Capital Management L.P. Dave H. Williams Director; Chairman of the Board, Alliance Capital
Management Corporation; Director of The Equitable
Companies Incorporated; Director of The Equitable Life
Assurance Society of the United States; Senior Vice
President of AXA (husband of Reba W. Williams)
Alliance Capital Management L.P. Michael Hegarty Director; Vice Chairman and Chief Operating Officer;
The Equitable Companies Incorporated; President, Chief
Operating Officer and Director, The Equitable Life
Assurance Society of the U.S.
Alliance Capital Management L.P. Benjamin D. Holloway Director and Financial Consultant; Director Emeritus of
the Duke University Management Corporation, Chairman of
the Touro National Heritage Trust, a Regent of The
Cathedral of St. John the Divine and a Trustee of Duke
University (Emeritus) and the American Academy in Rome
Alliance Capital Management L.P. Denis Duverne Director; Senior Vice President - International Life,
AXA; Director of various subsidiaries of the AXA Group;
Director of Donaldson Lufkin & Jenrette and The
Equitable Life Assurance Society of the United States
Alliance Capital Management L.P. Herve Hatt Director; Senior Vice President, AXA
Alliance Capital Management L.P. Frank Savage Director; Chairman of Alliance Capital Management
International, a division of Alliance Capital Management
LP; Director of Alliance Capital Finance Group
Incorporated, a subsidiary of the Partnership; Senior
Vice President of The Equitable Life Assurance Society
of the United States
Alliance Capital Management L.P. Luis J. Bastida Director; Chief Financial Officer and Member of the
Executive Committee of Banco Bilbao Vizcaya, S.A.
Alliance Capital Management L.P. Henri de la Croix de la Castries Director; Senior Executive Vice President - Financial
Services and Life Insurance Activities of AXA
Alliance Capital Management L.P. Kevin C. Dolan Director; Chief Executive Officer, AXA Investment
Managers Paris
Alliance Capital Management L.P. Reba W. Williams Director; Director of Special Projects at Alliance
Capital Management Corporation (wife of Dave H. Williams)
Alliance Capital Management L.P. Peter D. Noris Director; Executive Vice President and Chief Investment
Officer of The Equitable Companies Incorporated
Alliance Capital Management L.P. Robert B. Zoellick Director; President and CEO of the Center for Strategic
and International Studies, an independent non-profit
public policy institute; Director of Janus Intercable,
Said Holdings, the Advisory Council of Enron Corp., and
several non-profit entities, including the Council on
Foreign Relations, the German Marshall Fund, the Eurasia
Foundation, the European Institute, the American Council
on Germany, the National Bureau of Asian Research and the
Overseas Development Council
Alliance Capital Management L.P. Donald H. Brydon Director; Chairman and Chief Executive Officer, AXA
Investment Managers S.A.
Alliance Capital Management L.P. Edward D. Miller Director; President, Chief Executive Officer and Director
of The Equitable Companies Incorporated; Chairman of the
Board and Chief Executive Officer of The Equitable Life
Assurance Society of the United States; Senior Executive
Vice President, AXA
Alliance Capital Management L.P. Stanley B. Tulin Director; Executive Vice President and Chief Financial
Officer, The Equitable Companies Incorporated; Vice
Chairman and Chief Financial Officer, The Equitable Life
Assurance Society of the U.S.; Director of Donaldson,
Lufkin & Jenrette and the Jewish Theological Seminary;
Fellow of the Society of Actuaries, member and Treasurer
of the American Academy of Actuaries
Alliance Capital Management L.P. John D. Carifa Director, President and Chief Operating Officer
Alliance Capital Management L.P. Bruce W. Calvert Director and Chief Executive Officer
Alliance Capital Management L.P. Alfred Harrison Director and Vice Chairman
Alliance Capital Management L.P. David R. Brewer, Jr. Senior Vice President and General Counsel
Alliance Capital Management L.P. Robert H. Joseph, Jr. Senior Vice President and Chief Financial Officer
Alliance Capital Management L.P. Mark R. Manley Senior Vice President, Counsel, Compliance Officer and
Assistant Secretary
</TABLE>
Salomon Brothers Asset Management Inc. ("SABAM")
SABAM, an indirect, wholly-owned subsidiary of Citigroup, is an investment
adviser registered under the Investment Advisers Act of 1940 (the "Advisers
Act") and renders investment advice to a wide variety of individual,
institutional and investment advisory clients.
The list required by this Item 26 of officers and directors of SABAM, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such officers and directors during the past
two years, is hereby incorporated by reference to Schedules A and D of Form ADV
filed by SABAM pursuant to the Advisers Act (SEC File No. 801-32046).
II-17
<PAGE>
<TABLE>
<CAPTION>
Adviser and Governing
Board of Directors Name of Individual Business and Other Connections
- ----------------------- -------------------------- ---------------------------------------------------------
<S> <C> <C>
Lazard Asset Management Investment Adviser
("Lazard")
Lazard Eileen D. Alexanderson General Member
Lazard William Araskog General Member
Lazard F. Harlan Batrus General Member; Director of Mutual of America Capital Management Corp.;
Director of Ryan Labs, Inc.; owner of A.J. Technologies
Lazard Gerardo Braggiotti General Member; Managing Director of Lazard SpA; Managing Director of Lazard
Brothers & Co. Ltd.; Former director Centrale, Sec Generale of Centrale of
Mediobanca S.P.A.
Lazard Patrick J. Callahan, Jr. General Member; Director of Berry Metal Co.; Director of Michigan Wheel Corp.;
Director of Rotation Dynamics Corp.; Former Director of Somerset Technologies,
Inc.; Director of BT Capital Corp.
Lazard Michel David-Weill General Member; Director of The Dannon Company, Inc.; President and Chairman
of the Board of Eurafrance; Director of Exor Group; Director of Euralux;
Director of Group Danone; Director of ITT Industries, Inc.; Director of La
France S.A.; Deputy Chairman of Lazard Brothers & Co., Limited; Director of
Pearson plc; Director of Publicis S.A.; Director of S.A. de la Rue Imperiale
de Lyon; Chairman of Lazard Freres & Co. LLC; General Partner of Lazard Freres
& Cie; Chairman of Lazard Partners L.P.; Member of Investment Advisory Board
of Corporate Advisers, L.P.; Premenent rep. of LFC (Director) of Compagnie De
Credit; Director of Maison Lazard S.A.; General Partner of Maison Lazard &
Cie; Chairman of Maison Lazard Developpement; Gerant (Partner) of Parteger;
Gerant (Partner) of Parteman; General Partner of Partemiel; General Partner of
Partena; Former Director of IFI SpA; Director of IFIL SpA; Director of Fonds
Partenaires - Gestion Investments
Lazard John V. Doyle General Member
Lazard Thomas F. Dunn General Member
Lazard Norman Eig General Member; Vice Chairman of Lazard Freres & Co. LLC; Chairman and
Director of The Lazard Funds, Inc.; Chairman and Director of Lazard Retirement
Series, Inc.; Director of Lazard Investment Funds Limited; Director and Chief
Investment Officer and Treasurer of Lazard Pension Management, Inc.; Director
of Lazard Asset Management Holdings Limited; Director of Lazard Asset
Management Pacific Co.; Director of Lazard Asset Management Limited; Member of
the Supervisory Board of Lazard Asset Management (Deutschland) GmbH; Managing
Director of Lazard Asset Management (Deutschland) Gesellschaft; Director of
Lazard Asset Management (CI) Holdings Ltd.
Lazard Richard P. Emerson General Member
Lazard Peter R. Ezersky General Member; Board Member of Cakewalk LLC
Lazard Eli H. Fink General Member; Former Partner & Vice Chairman of Deloitte & Touche LLP
Lazard Jonathan F. Foster General Member
Lazard Robert P. Freeman General Member; President of Lazard Freres Real Estate Investors, LLC; Former
Director of The Fortress Group, Inc.; Director of the ARV Assisted Living,
Inc.; Director of United Dominion Realty Trust
Lazard Albert H. Garner General Member
Lazard James S. Gold General Member; Director of Smart & Final Inc.; Director of The Hain Food
Group
Lazard Jeffrey A. Golman General Member
Lazard Steven J. Golub General Member; Chief Financial Officer of Lazard Freres & Co. LLC; Director
of Mineral Technologies Inc.
Lazard Herbert W. Gullquist General Member; Vice Chairman of Lazard Freres & Co. LLC; President and
Director of The Lazard Funds, Inc.; President and Director of Lazard
Retirement Series, Inc.; Director of Lazard Far East Investors Limited;
President and Director of Lazard Pension Management, Inc.; Director of Lazard
Asset Management Holdings Limited; Director and President of Lazard Asset
Management (Canada), Inc.; Director and Chairman of Lazard Asset Management
Pacific Co.; Director of Lazard Asset Management Limited; Member of the
Supervisory Board of Lazard Asset Management (Deutschland) GmbH; Managing
Director of Lazard Asset Management (Deutschland) Gesallschajt); Member of the
Advisory Board of The Egypt Trust; Board Member of Lazard Asset Management
Egypt
Lazard Thomas R. Haack General Member
Lazard Ira O. Handler General Member
Lazard Yasushi Hatakeyama General Member
Lazard Melvin L. Heineman General Member; Director of Lazard Freres & Co., Ltd; Director of Lazard
Asset Management Pacific Co.; Director & Vice President of Lazard Pension
Management, Inc.
Lazard Scott D. Hoffman General Member
Lazard Robert E. Hougie General Member
Lazard Kenneth M. Jacobs General Member; Director of ARV Assisted Living, Inc.
Lazard James L. Kempner General Member
Lazard Ivan-Jacques Kerno Former Managing Director of J.P. Morgan & Co. Inc. - Paris
Lazard Larry A. Kohn General Member
Lazard Lee O. Kraus General Member
Lazard Sandra A. Lamb General Member
Lazard Michael S. Liss General Member
Lazard William R. Loomis, Jr. General Member; Director of Englehard Corp.; Former Director of Minorco S.A.;
Former Director of Minorco (U.S.A.) Inc.; Director & Chairman of Terra
Industries, Inc.; Director of Ripplewood Holdings LLC
Lazard J. Robert Lovejoy General Member
Lazard Matthew J. Luetig General Member
Lazard Thomas E. Lynch General Member
Lazard Mark T. McMaster General Member
Lazard Anthony E. Meyer General Member; Managing Director of Lazard Freres Real Estate Investors, LLC;
Director of Atlas Industrial Corporation; Director of Dermody Properties;
Director of Center Trust Inc.; Director of Destination Europe, Ltd.; Director
of Prometheus Realty Investors LLC
Lazard Damon Mezzacappa General Member; Vice Chairman of Lazard Freres & Co. LLC; Member of Investment
Advisory Board of Corporate Advisors, L.P.
Lazard Richard W. Moore Jr. General Member
Lazard Robert P. Morgenthau General Member; Director and Vice President of Lazard Asset Management
(Canada) Inc.; Director of Lazard Investment Funds limited; Director of Lazard
Fund Manager (CI) Limited; Director of Lazard Global Bond Fund plc; Director
of Lazard Global Equity Fund plc; Director of Lazard Global Liquidity Fund
plc; Director of Lazard Strategic Yield Fund plc; Director of Global Funds
Management Plc; Director of Lazard Asset Management (CI) Holdings Ltd;
Director of Lazard Asset Management (CI) Ltd.; Director of Lazard Investment
Funds (CI) Ltd.; Director of Lazard Funds Administration Services (CI) Ltd.;
Director of Lazard Fund Managers (CI) Ltd. Guernsey; Director of Lazard Global
Bond Fund; Director of Lazard Investment Funds Ltd. Guernsey; Director of
Bitterroot Enterprises
Lazard Steven J. Niemczyk General Member
Lazard Hamish W. M. Norton General Member
Lazard James A. Paduano General Member; Director of Donovan Data Systems, Inc.; Director of Secure
Products Inc.
Lazard Adam P. Parten General Member
Lazard Louis Perlmutter General Member
Lazard Russell E. Planitzer General Member; Director of Intensolv, Inc.
Lazard Steven L. Rattner General Member; Deputy Chief Executive of Lazard Freres & Co. LLC
Lazard John R. Reinsberg General Member; Executive Vice President and Director of Lazard Asset
Management Pacific Co.; Member of the Supervisory Board of Lazard Asset
Management (Deutschland) GmbH
Lazard Louis G. Rice General Member
Lazard Luis E. Rinaldini General Member
Lazard Bruno M. Roger General Member; Supervisory Board Member of AXA; Supervisory Board Member of
CAP Gemini Sogeti; Board Member of Compaigne De Credit; Board Member of
Compagnie De Saint-Gobain; Vice Chairman & CEO of Eurafrance; Chairman & CEO
of Financiere et Industrelle Gaz at Eaux; Board Member of Fonds Partenaires
Gestion (F.P.G.); General Partner of Lazard Freres & Cie; Director without
Power of vote of LVMH-Moet hennesy Louis Vuitton; Director, Permanent
Representative of Marine-Wendel; Supervisory Board Member of
Pinault-Printemps-Redoute; Director, Permanent Representative of Sidel; Board
Member of Sofina (Belgique); Board Member of Thomson CSF; Director, Permanent
Representative of Societe Francoise Generale Immobiliere (S.F.G.I.)
Lazard Michael S. Rome General Member
Lazard Steven H. Sands General Member; Director of Isogen LLC; Director of Skila, Inc.
Lazard Gary S. Shedlin General Member
Lazard Arthur P. Solomon General Member; Director of Alexander Haagen; Director of FAC; Director of
Berkshire Realty Trust; Director of Cliveden
Lazard David A. Tanner General Member; Former Managing Director of E.M. Warburg, Pincus & Co. LLC;
Director of Golden Books Family Entertainment Inc.; Former Director of
Renaissance Re Holdins Ltd.; Director of Poserdon Resources Inc.; Director of
Charter Financial, Inc.; Former Director of Classic Sports, Inc.; Former
Director of Information Ventures LLC
Lazard David L. Tashjian General Member
Lazard J. Mikesell Thomas General Member
Lazard Michael P. Triguboff General Member; Managing Director of Lazard Asset Management Pacific Co.;
Director of Lazard Japan Asset Management K.K.
Lazard Donald A. Wagner General Member
Lazard Ali E. Wambold General Member; Former Director of The Albert Fisher Group plc; Director of
Lazard Freres & Co., Ltd.; Director of Tomkins PLC; Member of Investment
Advisory Board of Corporate Advisors L.P.; Former Director of Lazard S.P.A.;
Director of Lazard & Co. GmbH
Lazard Michael A. Weinstock General Member
Lazard Antonio F. Weiss General Member
Lazard Alexander E. Zagorneos General Member; Director of The Egypt Trust; Director of Flemings Continental
European Investment Trust plc; Director of Gartmore Emerging Pacific
Investment Trust plc; Director of Greek Progress Fund; Director of Jupiter
International Green Investment Trust plc; Director of New Zealand Investment
Trust plc; Director of Taiwan Opportunities Fund Ltd; Director of The World
Trust Fund; Director of Lazard Select Investment Trust Ltd.; Director of
Ermitage Selz Fund; Director of Lazard Asset Management Egypt; Director of
Latin American Investment Trust, plc; Director of Taiwan American Fund Limited
Mercury Asset Jeffrey M. Peek President of Mercury; President of Merrill Lynch Asset Management, L.P.
Management US ("MLAM"); President and Director of Princeton Services; Executive Vice
President of ML & Co.; Managing Director and Co-Head of the Investment Banking
Division of Merrill Lynch in 1997
Mercury Asset Terry K. Glenn Executive Vice President of Mercury; Executive Vice President of MLAM;
Management US Executive Vice President and Director of Princeton Services; President and
Director of Princeton Funds Distributor, Inc.; Director of FDS; President of
Princeton Administrators, L.P.
Mercury Asset Gregory A. Bundy Chief Operating Officer and Managing Director of Mercury; Chief Operating
Management US Officer and Managing Director of MLAM; Chief Operating Officer and Managing
Director of Princeton Services; Co-CEO of Merrill Lynch Australia from 1997 to
1999
Mercury Asset Donald C. Burke Senior Vice President and Treasurer of Mercury; Senior Vice President and
Management US Treasurer of MLAM since 1999; Senior Vice President and Treasurer of Princeton
Services; Vice President of Princeton Funds Distributor, Inc.; First Vice
President of MLAM from 1997 to 1999; Vice President of MLAM from 1990 to 1997;
Director of Taxation of MLAM since 1990
Mercury Asset Michael G. Clark Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Director and Treasurer of Princeton Funds
Distributor, Inc.
Mercury Asset Robert C. Doll Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999
Mercury Asset Linda L. Federici Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Vincent R. Giordano Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Michael J. Hennewinkel Senior Vice President, Secretary and General Counsel of Mercury; Senior Vice
Management US President, Secretary and General Counsel of MLAM; Senior Vice President of
Princeton Services
Mercury Asset Philip L. Kirstein Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President, General Counsel, Director and Secretary of Princeton Services
Mercury Asset Debra W. Landsman-Yaros Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Vice President of Princeton Funds
Distributor, Inc.
Mercury Asset Joseph T. Monagle, Jr. Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Brian A. Murdock Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Director of Princeton Funds Distributor, Inc.
Mercury Asset Gregory D. Upah Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
</TABLE>
II-18
<PAGE>
Item 27. Principal Underwriters
----------------------
(a) Pacific Mutual Distributors, Inc. ("PMD") member, NASD & SIPC
serves as Distributor of Shares of Pacific Select Fund. PMD is a
subsidiary of Pacific Life.
(b)
<TABLE>
<CAPTION>
Name and Principal/9/ Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------------- ------------------------- ---------------------
<S> <C> <C>
Audrey L. Milfs Secretary Secretary
Edward R. Byrd Director, Vice President None
and Chief Financial
Officer, and Treasurer
Philip M. Gainsborough Director None
Gerald W. Robinson Director, Chairman and CEO None
John L. Dixon Director and President None
Thomas H. Oliver Director None
John W. Poff Vice President, Operations None
Patricia A. Thompson Assistant Vice President, None
Compliance
Jane M. Guon Assistant Secretary Assistant Secretary
</TABLE>
Item 28. 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 29. Management Services
-------------------
Not applicable
Item 30. Undertakings
------------
The registrant hereby undertakes:
Not applicable
- -----------------
/9/ Principal business address for all individuals listed is 700 Newport
Center Drive, Newport Beach, California 92660
II-19
<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 all of the
requirements for effectiveness of this Registration Statement under Rule 485(b)
under the Securities Act and has duly caused this Post-Effective Amendment No.
26 to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Newport Beach, and State of
California, on this 17th day of December, 1999.
PACIFIC SELECT FUND
By:
__________________________________
Glenn S. Schafer*
President
*By: /s/ DAVID R. CARMICHAEL
_______________________________
David R. Carmichael
as attorney-in-fact
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 26 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman and Trustee , 1999
- ------------------------------------ (Chief Executive Officer) -----------
Thomas C. Sutton*
Vice President and Treasurer , 1999
- ------------------------------------ (Vice President) -----------
Brian D. Klemens*
President , 1999
- ------------------------------------ (President) -----------
Glenn S. Schafer*
Trustee , 1999
- ------------------------------------ ----------
Richard L. Nelson*
Trustee , 1999
- ------------------------------------ ----------
Lyman W. Porter*
Trustee , 1999
- ------------------------------------ ----------
Alan Richards*
Trustee , 1999
- ------------------------------------ ----------
Lucie H. Moore*
* By: /s/ DAVID R. CARMICHAEL December 17, 1999
- ------------------------------------
David R. Carmichael
as attorney-in-fact
</TABLE>
PART C
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
above constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Paul F. Roye, and Robin Yonis Sandlaufer his or her
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution for him or her in his or her name, place and stead, in any
and all Registration Statements applicable to Pacific Select Fund 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 or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
*(Powers of Attorney are contained in Registrant's Form Type N1A/A, Accession
No. 0000898430-95-002463 filed on November 22, 1995, Power of Attorney for Mr.
Klemens is contained in Registrant's Form Type N1A/B, Accession No. 0001017062-
97-000728 filed on April 25, 1997. Power of Attorney for Mr. Schafer is
contained in Registrant's Form Type N1A/A, Accession No. 0001017062-98-000424
filed on March 2, 1998 and Power of Attorney for Lucie H. Moore is contained in
Registrant's Form Type N1A/A, Accession No. 0001017062-99-000192 filed on
February 12, 1999.)
II-21
<PAGE>
EXHIBIT (j)
INDEPENDENT AUDITORS' CONSENT
Pacific Select Fund:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 26 to Registration Statement No. 33-13954 of Pacific Select Fund on
Form N-1A of our report dated February 5, 1999, related to the financial
statements of Pacific Select Fund as of and for the year ended
December 31, 1999, appearing in the annual report of the Pacific Select Fund for
the year ended December 31, 1998.
We also consent to the references to us under the heading "Financial Highlights"
appearing in the prospectus of Pacific Select Fund and under the headings
"Financial Statements" and "Independent Auditors" in the Statement of Additional
Information, which is part of such Registration Statement.
Deloitte & Touche LLP
Costa Mesa, California
December 17, 1999
