<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+A registration statement for Pacific Select Fund relating to shares of the I- +
+Net Tollkeeper portfolio has been filed with the Securities and Exchange +
+Commission, but has not yet become effective. The information in the +
+prospectus is not complete and may be changed. Interests in the new +
+investment option and shares of the I-Net Tollkeeper portfolio may not be +
+sold until the Fund's registration statements are effective. This supplement +
+and preliminary prospectus are not offers to sell interests in the investment +
+option or shares of the I-Net Tollkeeper portfolio and do not solicit an +
+offer to buy interests or shares in any state where the offer or sale is not +
+permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Supplement to Prospectus Dated May 1, 1999 for M's Versatile Product,
a flexible premium variable life insurance policy (the "policy")
issued by Pacific Life Insurance Company
Date of Supplement: February 29, 2000
This supplement changes the prospectuses to reflect the
following:
---------------------------------------------------------
A new variable The new investment option will invest in a new
investment option portfolio of the Pacific Select Fund called the I-Net
will be available Tollkeeper portfolio. Below is information summarizing
May 1, 2000 the new portfolio:
. I-Net Tollkeeper
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
The Portfolio's
The Portfolio's Main Investments
Portfolio Manager Investment Goal (under normal circumstances)
---------------------------------------------------------------------------------
<S> <C> <C>
Pacific Life Insurance Long-term growth of capital. Equity securities of
Company, the adviser, companies which use,
and the Fund have support, or relate
retained Goldman Sachs directly or indirectly
Asset Management as to use of the Internet.
portfolio manager. Such companies include
those in the media,
telecommunications, and
technology sectors.
---------------------------------------------------------------------------------
</TABLE>
This chart is only a summary. For more complete
information on the portfolio, including a discussion of
the portfolio's investment techniques and the risks
associated with its investments, see the accompanying
Fund preliminary prospectus. You should read the
prospectus carefully.
---------------------------------------------------------
An overview of M's The following is added to the chart under Fees and
Versatile Product Expenses Paid by the Pacific Select Fund:
is amended
<TABLE>
<CAPTION>
--------------------------------------------------------------
Portfolio Advisory Fee Other Expenses Total Expenses+
--------------------------------------------------------------
<S> <C> <C> <C>
I-Net Tollkeeper* 1.50% 0.15% 1.65%
</TABLE>
* Expenses are estimated. There were no actual advisory
fees or other expenses for this portfolio in 1999
because the portfolio has not yet started. See Fees
and Expenses Paid by the Pacific Select Fund in the
prospectus for information about expense caps through
December 31, 2000 for this portfolio.
+ The Fund has implemented a brokerage enhancement
12b-1 plan, under which brokerage transactions may be
placed with broker-dealers in return for credits that
may be used to help promote distribution of Fund
shares. There are no fees or charges to any portfolio
under this plan, although the Fund's distributor may
defray expenses which it would otherwise incur for
distribution. If you assume the credits are a direct
Fund expense, the expense would have no effect on
Other Expenses shown above.
---------------------------------------------------------
Allocating Your This information is added to the discussion in the
Premiums is prospectus on Allocating Your Premiums.
amended
You may instruct us to allocate all or part of your net
premiums to the I-Net Tollkeeper investment option on
or after May 1, 2000. You may not instruct us to
allocate your net premiums to this investment option
prior to May 1, 2000, when the option first becomes
available. Your net premium or policy's accumulated
value may be invested in up to 20 investment options at
any one time.
1
<PAGE>
---------------------------------------------------------
Transfers of This information is added to the discussion in the
Accumulated Value prospectus on Transfers of Accumulated Value.
is amended
You may instruct us to transfer accumulated value to a
variable investment option and specify a future date on
which the accumulated value is to be transferred. This
instruction may cover any variable investment option
currently available under your contract and the I-Net
Tollkeeper investment option, subject to the limitation
on investment options described above. For the I-Net
Tollkeeper investment option, you may not specify a
date prior to May 1, 2000, when the option first
becomes available. If you specify May 1, 2000 for the
I-Net Tollkeeper investment option, and we receive the
instructions prior to that date, the requested amount
will be transferred effective as of the close of
business on May 1, 2000, or, if we hold your net
premiums in the Money Market investment option, your
free-look transfer date, whichever is later. You may
revoke your transfer instructions at any time before we
transfer accumulated value by providing us with a
revocation in proper form, which we must receive no
later than 4:00 p.m. Eastern time on the last business
day before the date you have specified for a transfer.
While highly remote, there is a possibility that the I-
Net Tollkeeper investment option will not become
effective on May 1, 2000, in which case we would not
effect the transfer to this option, and your
accumulated value would remain in the investment option
from which you requested it be transferred until the
day the I-Net Tollkeeper becomes effective, if ever, or
your free-look transfer date, unless you instruct us
otherwise.
---------------------------------------------------------
Illustrations is This information is added to the discussion in the
amended prospectus on Illustrations.
If you ask us, We will provide you with illustrations based on
we'll provide you different sets of assumptions upon your request. You
with different can request such illustrations at any time.
kinds of Illustrations may help you understand how your policy
illustrations. values would vary over time based on different
assumptions. We have filed examples of such an
illustration as an exhibit to the registration
statement that relates to the policy on file with the
SEC.
. Illustrations
based on
information you
give us about the
age of the person
to be insured by
the policy, their
risk class, the
face amount, the
death benefit and
premium payments.
. Illustrations
that show the
allocation of
premium payments
to specified
variable
accounts. These
will reflect the
expenses of the
portfolio of the
Fund in which the
variable account
invests.
. Illustrations
that use a
hypothetical
gross rate of
return that's
greater than 12%.
These are
available only to
certain large
institutional
investors.
2
