<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 statement is effective. This supplement +
+and preliminary prospectus are not an offer to sell interests in the +
+Investment Option or shares of the I-Net Tollkeeper Portfolio and do not +
+solicit an offer to buy interests or shares in any state where the offer or +
+sale is not permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Supplement to Prospectus Dated May 1, 1999 for
Pacific Portfolios, a variable annuity contract
issued by Pacific Life Insurance Company
Date of Supplement: February 29, 2000
This supplement changes the Prospectuses to reflect the following:
---------------------------------------------------------
A new Variable The new Investment Option will invest in a new
Investment Option Portfolio of the Pacific Select Fund called the I-Net
will be available Tollkeeper Portfolio. Below is information summarizing
May 1, 2000 the new Portfolio:
. I-Net Tollkeeper
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Primary Investments
Portfolio Manager Objective (under normal circumstances)
---------------------------------------------------------------------------------
<S> <C> <C>
Pacific Life Insurance Long-term growth of capital. Equity securities of
Company, the adviser, companies which use,
and the Fund have support, or relate
retained Goldman Sachs directly or indirectly
Asset Management as to use of the Internet.
portfolio manager Such companies include
those in the media,
telecommunications, and
technology sectors.
---------------------------------------------------------------------------------
</TABLE>
This chart is only a summary. For more complete
information on the Portfolio, including a discussion of
the Portfolio's investment techniques and the risks
associated with its investments, see the accompanying
Fund Preliminary Prospectus. You should read the
prospectus carefully.
---------------------------------------------------------
An overview of The following is added to the chart under Fees and
Pacific Portfolios Expenses Paid by the Pacific Select Fund:
is amended
<TABLE>
<CAPTION>
--------------------------------------------------------------
Portfolio Advisory Fee Other Expenses Total Expenses+
--------------------------------------------------------------
<S> <C> <C> <C>
I-Net Tollkeeper* 1.50% 0.15% 1.65%
</TABLE>
* Expenses are estimated. There were no actual advisory
fees or other expenses for this Portfolio in 1999
because the Portfolio has not yet started. See page 7
of the Prospectus for information about expense caps
through December 31, 2000 for this Portfolio.
+ Effective January 1, 2000, the Fund 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
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 .0017% or less of
any Portfolio's average daily net assets.
1
<PAGE>
---------------------------------------------------------
The following is added to Examples:
The following table shows the expenses you would pay on
each $1,000 you invested if, at the end of each period,
you: annuitized your Contract, surrendered your
Contract and withdrew the Contract Value, or did not
annuitize or surrender, but left the money in your
Contract.
These examples assume the following:
. the Contract Value starts at $45,000
. the Investment Options have an annual return of 5%
. the Annual Fee is deducted even when the Contract
Value goes over $50,000 and a waiver would normally
apply.
without EGMDBR and GIA Rider reflects the expenses you
would pay if you did not buy the optional Enhanced
Guaranteed Minimum Death Benefit Rider ("EGMDBR") and
the Guaranteed Income Advantage ("GIA") Rider.
with EGMDBR reflects the expenses you would pay if you
bought the optional Enhanced Guaranteed Minimum Death
Benefit Rider, but not the GIA Rider. These expenses
depend on the age of the youngest Annuitant on the
Contract Date.
with GIA Rider reflects the expenses you would pay if
you bought the optional Guaranteed Income Advantage
Rider, but not the Enhanced Guaranteed Minimum Death
Benefit Rider.
with EGMDBR and GIA Rider reflects the expenses you
would pay if you bought the optional Enhanced
Guaranteed Minimum Death Benefit Rider and the
Guaranteed Income Advantage Rider.
The examples do not show past or future expenses. Your
actual expenses in any year may be more or less than
those shown here.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
--------------------------------------------------------------------------------------
I-Net Tollkeeper
without EGMDBR and GIA
Rider 95 97 164 343 95 151 191 343 32 97 164 343
with EGMDBR: age 0-65 96 100 169 353 96 154 196 353 33 100 169 353
with EGMDBR: age 66-75 98 106 179 371 98 160 206 371 35 106 179 371
with GIA Rider 98 106 179 371 98 160 206 371 35 106 179 371
with EGMDBR and GIA
Rider:
age 60-65 99 109 184 380 99 163 211 380 36 109 184 380
with EGMDBR and GIA
Rider:
age 66-75 101 115 193 398 101 169 220 398 38 115 193 398
--------------------------------------------------------------------------------------
</TABLE>
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Investment Options prospectus on Choosing your Investment Options.
is amended
You may instruct us to allocate all or part of your
Purchase Payments to the I-Net Tollkeeper Investment
Option on or after May 1, 2000. You may not allocate
your Purchase Payments to this Investment Option prior
to May 1, 2000, when the Option first becomes
available.
2
<PAGE>
---------------------------------------------------------
Transfers is This information is added to the discussion in the
amended prospectus on Transfers.
You may instruct us to transfer Accumulated Value to a
Variable Investment Option and specify a future date on
which the Accumulated Value is to be transferred. This
instruction may cover any Variable Investment Option
currently available under your contract and the I-Net
Tollkeeper Investment Option. For the I-Net Tollkeeper
Investment Option, you may not specify a date prior to
May 1, 2000, when the Option first becomes available.
If you specify May 1, 2000 for the I-Net Tollkeeper
Investment Option, and we receive the instructions
prior to that date, the requested amount will be
transferred effective as of the close of business on
May 1, 2000. You may revoke your transfer instructions
at any time before we transfer Accumulated Value by
providing us with a revocation in proper form, which we
must receive not later than 4:00 p.m. Eastern time on
the last Business Day before the date you have
specified for a transfer. While highly remote, there is
a possibility that the I-Net Tollkeeper Investment
Option will not become effective on May 1, 2000, in
which case we would not effect the transfer to this
Option, and your Accumulated Value would remain in the
Investment Option from which you requested it be
transferred until the day the I-Net Tollkeeper becomes
effective, if ever, unless you instruct us otherwise.
---------------------------------------------------------
Choosing Your This information is added to the discussion in the
Annuity Option is prospectus on Choosing Your Annuity Option.
amended
If you select a variable annuity, after the Annuity
Date the I-Net Tollkeeper is available as a Variable
Investment Option effective May 1, 2000.
3
