SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

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[X]Definitive Proxy Statement.
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[  ]Soliciting Material Pursuant to Sec. 240.14a-12.

Pacific Select Fund

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO 

September 9, 2016

March 26, 2020

Re:Currency Strategies Portfolio, a series of Pacific Select Fund

Dear Contract Owner:

Attached is a

You currently have an investment interest in the Currency Strategies Portfolio and, in the attached Proxy Statement, that contains an important proposal (the “Proposal”) with respectyou are being asked to vote on the Technologyliquidation of the Currency Strategies Portfolio. The Currency Strategies Portfolio (the “Fund”), a seriesis part of Pacific Select Fund (the “Trust”Trust). The Fund serves and has been available as an investment option under variable annuity contracts and variable life insurance or variable annuity contractspolicies (the “Contracts”Contracts) issued by Pacific Life Insurance Company orand Pacific Life & Annuity Company (together, “Pacific Life”Pacific Life).The Proposal does not seek to change

On March 18, 2020, the benefits or provisions of your Contract. As a Contract Owner with a beneficial interest in the Fund as of August 12, 2016 (“the Record Date”), you are entitled to vote on the Proposal.

The Board of Trustees of the Trust (the “Trust Board”Board of Trustees), upon the recommendation of Pacific Life Fund Advisors LLC, the investment adviser of the Currency Strategies Portfolio, considered and unanimously approved the liquidation of the Currency Strategies Portfolio and agreed to submit the Plan of Liquidation to shareholders for approval.

You are being asked to approve the Plan of Liquidation of the Currency Strategies Portfolio (the “Proposal”). If the Proposal is approved and you have not elected to move your contract/account value to a new investment option prior to the date of liquidation of the Currency Strategies Portfolio, Pacific Life will, upon liquidation, reinvest your contract/account value in Service Class shares of the Fidelity Variable Insurance Products Government Money Market Portfolio.

The Board of Trustees, as well as management of Pacific Life, recommendrecommends that you vote “FOR” the Proposal.Plan of Liquidation.A summary of the Trust Board’sBoard of Trustees’ considerations in approving the Proposal,liquidation, as well as other important information, is provided in the enclosed Proxy Statement.

Please read the Proxy Statement and consider it carefully before casting your voting instruction.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

 

  

LOGO

LOGO

James T. Morris

Mary Ann BrownAdrian S. Griggs

President Chairman &and Chief Executive Officer

Executive Vice President

Chairman of the Board of Directors

Chief Operating Officer
Pacific Life Insurance Company and

Pacific Life & Annuity CompanyPacific Life Insurance Company and

Pacific Life & Annuity Company

Pacific Life & Annuity Company


LOGO

700 Newport Center Drive

Post Office Box 7500

Newport Beach, California 92660

Notice of Special Meeting of Shareholders of the Currency Strategies Portfolio

Of the Technology Portfolio of Pacific Select Fundto be Held on April 17, 2020

Scheduled for October 28, 2016

Dear Shareholder:Contract Owner:

NOTICE IS HEREBY GIVEN that a special meeting (“Meeting”Special Meeting of Shareholders (the “Meeting) of shareholders of the TechnologyCurrency Strategies Portfolio, (the “Fund”), a seriesfund of Pacific Select Fund, (the “Trust”) is scheduled for October 28, 2016April 17, 2020 at 8:10:30 a.m., Pacific Time, at the offices of Pacific Life Insurance Company at 700 Newport Center Drive, Newport Beach, California 92660. YouWe are cordially invitedsensitive to attend the Meeting.

health and travel concerns our shareholders may have and the restrictions that public health officials have issued in light of the evolving coronavirus (COVID-19) situation. As a result, we may change the location, date and/or time of the Meeting, as well as the format of the Meeting to a telephonic meeting. We plan to announce any such updates on our website (https://www.pacificlife.com/home/pacific-select-fund.html) and via a press release, and we encourage you to check this website prior to the Meeting if you plan to attend. The Meeting is being held to act onconsider the following proposal (“Proposal”) with respect to the Fund, as further described in the enclosed Proxy Statement:proposals:

 

1.(1)To changeapprove a Plan of Liquidation providing for the classificationliquidation and dissolution of the TechnologyCurrency Strategies Portfolio, from a “diversified” company to a“non-diversified” company.and

 

2.(2)To transact such other business, not currently contemplated, that may properly come before the Meeting, includingor any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.

Shareholders of record at the close of business on August 12, 2016 (“February 26, 2020 (the “Record Date”Date) are entitled to notice of, and to vote at, the Meeting includingand any adjournment(s) or postponement(s) thereof. Owners of variable life insurance policies and variable annuity contracts (“Contract Owners”) having a beneficial interest in the FundCurrency Strategies Portfolio on the Record Date are entitled to vote as though they were directare shareholders of the Fund.Currency Strategies Portfolio.

Please read the enclosed Proxy Statement carefully for information aboutconcerning the Proposalproposal to be considered at the Meeting. Please complete, sign, and return the enclosed voting instruction proxy card promptly, vote telephonically by calling the number listed on your proxy ballot or vote on the Internet by logging onto the website listed on your proxy ballot.

The Board of Trustees of Pacific Select Fund unanimously recommends that you vote “FOR” the Proposal. Please respond - your vote is important. Whether or not you plan to attend the Meeting, please vote by mail, telephone or Internet. You may vote Voting instructions must be received by mail by completing, signing, and returning the enclosed voting instruction.8:00 a.m. Eastern Time (5:00 a.m. Pacific Time) on April 17, 2020. If you vote by mail, yourthe voting instruction proxy card must be received at the address shown on the enclosed postage paid envelope to be counted. We encourage you to vote telephonically by calling(888) 227-9349 or via the Internet by logging ontowww.proxyonline.com and following the online instructions. Whether voting by mail, telephone or Internet, voting instructions must be received by 6:00 a.m. Eastern Time on October 28, 2016 to be counted.envelope.

The Board of Trustees of the Trust unanimously recommends that you vote “FOR” the Proposal.

Please respond — your vote is important.

By Order of the Board of Trustees

LOGO

Jane M. Guon,

Secretary

of Pacific Select Fund

September 9, 2016

Jane M. Guon
Vice President and Secretary
Pacific Select Fund
March 26, 2020


LOGO

PROXY STATEMENT

SEPTEMBER 9, 2016

TABLEFOR THE LIQUIDATION OF CONTENTSTHE CURRENCY STRATEGIES PORTFOLIO

a fund of Pacific Select Fund

I.

INTRODUCTION

2
II.

BACKGROUND

2
III.PROPOSAL TO CHANGE THE CLASSIFICATION OF THE TECHNOLOGY PORTFOLIO FROM A “DIVERSIFIED” COMPANY TO A “NON-DIVERSIFIED” COMPANY2
IV.

OTHER BUSINESS

4
V.

GENERAL INFORMATION

4

March 26, 2020

 

1


PACIFIC SELECT FUND

PROXY STATEMENT FOR SPECIAL MEETING OF

SHAREHOLDERS OF THE TECHNOLOGY PORTFOLIO

TO BE HELD ON OCTOBER 28, 2016INTRODUCTION

 

I.INTRODUCTION

This proxy statement (“Proxy Statement”Statement) is being furnished to you in connection with the solicitation of proxies by the Board of Trustees (the “Board”Board) of Pacific Select Fund (“Trust”(the “Trust), on behalf of the TechnologyCurrency Strategies Portfolio (the “Fund”Liquidating Fund), a series of the Trust, to be voted at a special meeting of shareholders of the Fund to be held on October 28, 2016April 17, 2020 (the “Meeting”). As more fully described in this Proxy Statement, the purpose of the Meeting is for shareholders to consider and to vote on the proposed Plan of Liquidation that would provide for the liquidation and dissolution of the Liquidating Fund (the “Liquidation”). If the proposed Plan of Liquidation (the “Proposal”) is approved and you have not elected to move your contract/account value to a new investment option prior to the Liquidation, Pacific Life (defined below) has informed the Trust that, upon liquidation, your contract/account value will be reinvested in Service Class shares of the Fidelity® Variable Insurance Products Government Money Market Portfolio (the “Fidelity VIP Government Money Market Fund”).

YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY AND REVIEW THE PLAN OF LIQUIDATION, WHICH IS ATTACHED AS APPENDIX A, AS WELL AS THE FIDELITY VIP GOVERNMENT MONEY MARKET FUND’S SUMMARY PROSPECTUS DATED APRIL 30, 2019, WHICH IS BEING PROVIDED TO YOU ALONG WITH THIS PROXY STATEMENT. ALSO, YOU SHOULD CONSULT THE FIDELITY VIP GOVERNMENT MONEY MARKET FUND’S STATUTORY PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION (“Meeting”SAI”)., BOTH DATED APRIL 30, 2019, THE SAI AS SUPPLEMENTED, FOR MORE INFORMATION ABOUT THE FIDELITY VIP GOVERNMENT MONEY MARKET FUND.

BACKGROUND

The Liquidating Fund is available as an investment option under variable annuity contracts and variable life insurance policies (the “Contracts”) issued or administered by Pacific Life Insurance Company (“PLIC”PLIC) and Pacific Life & Annuity Company (“PL&A”&A” and together with PLIC, “Pacific Life”). Contract owners who selected the Liquidating Fund for investment through a Pacific Life Contract (the “Contract Owners) arehave a beneficial interest in the sole shareholdersLiquidating Fund, but do not invest directly in or hold shares of the Liquidating Fund. Pacific Life, which uses the Liquidating Fund entitledas a funding vehicle, is the true shareholder of the Liquidating Fund and, as the legal owner of the Liquidating Fund’s shares, has sole voting and investment power with respect to vote. However, thosethe shares, but passes through any voting rights are being passed on to you as an ownerContract Owners. Accordingly, for ease of a variable life insurance policy or variable annuity contract (each a “Contract Owner”) issued by PLIC and PL&A, allowing you to provide voting instructions that will be followed when votes are cast by PLIC and PL&A at the Meeting. Thisreference throughout this Proxy Statement, is first being mailedContract Owners may also be referred to shareholders on or about September 9, 2016.

Summary of Proposal

Shareholders are being asked to vote on a proposal (the “Proposal”) to change the classification of the Fund from a “diversified” company (fund) to a “non-diversified” company (fund) as further described in this Proxy Statement.

The Board of Trustees unanimously recommends that you vote “FOR” the Proposal.“shareholders.”

 

II.BACKGROUND

Upon the recommendation of the adviser to the Trust, Pacific Life Fund Advisors LLC (the “Adviser”Adviser), the Trust’s Board, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved a change inPlan of Liquidation for the classification of theLiquidating Fund to non-diversified, subject to shareholder approval, and authorized sending a proxy statement to shareholders of the Liquidating Fund to solicit approval of the Proposal.Plan of Liquidation.

III.PROPOSAL TO CHANGE THE CLASSIFICATION OF THE TECHNOLOGY PORTFOLIO FROM A “DIVERSIFIED” COMPANY TO A “NON-DIVERSIFIED” COMPANY.

What are shareholders being asked to approve?

Shareholders are being asked to approve a change in the Fund’s classification from a “diversified” company to a “non-diversified” company (also called a “diversified fund” and “non-diversified fund”).

Why are shareholders being asked to approve this change?


The Investment Company ActBoard of 1940, as amended (the “1940 Act”) requires every mutual fund to state as a fundamental policy whether it is a “diversified” fund or “non-diversified” fund within the meaningTrustees unanimously recommends that Contract Owners of the 1940 Act. The 1940 Act also requires shareholders toLiquidating Fund approve a change in a fund’s fundamental policy and classification from a diversified fund to a non-diversified fund.

What is a “diversified” fund”?

A fund which is classified as a diversified fund must, under the 1940 Act, meet the following standard: a diversified fund must not, with respect to 75%Plan of its total assets, invest in securities of any issuer other than securities issued by other investment companies or securities issued by or guaranteed by the U.S. government or

Liquidation.

 

2THE LIQUIDATION


The Trust is a Delaware statutory trust. The Trust’s Agreement and Declaration of Trust provides that any of its agencies or instrumentalities, if, as a result (i) more than 5%fund of the valueTrust may be dissolved at any time by the Trustees by written notice to the shareholders of such fund. Nevertheless, shareholder approval of the fund’s total assets would be investedLiquidation is being sought for the reasons described in securities of one issuer, or (ii) the fund would hold more than 10%“Summary of the outstanding voting securitiesPlan of one issuer.Liquidation” below.

Reasons for the Liquidation

The Adviser has determined to eliminate its allocations to the Liquidating Fund is currently classified as a “diversified” fund.

What is a “non-diversified fund”?

A non-diversified fund is a fund that is not required to meet the standard of a diversified fund, described above. A non-diversified fund may invest a greater percentage of its assets in a single issuer or a fewer number of issuers than a fund that is classified as diversified.

What is the reason for the Proposal?

At its June 23, 2016 meeting, the Board approved replacing the current sub-adviserthose funds of the Fund with a newsub-adviser (the “Sub-adviser”), effective November 1, 2016. In managing the Fund, the Adviser would like the Sub-adviserTrust that seek to use anachieve their investment strategy that is similar to the strategies the Sub-adviser has usedgoals by investing in other funds of the Trust (the “Allocation Funds”). The Adviser estimates that after the Allocation Funds redeem their shares of the Liquidating Fund, the Liquidating Fund would be left with only approximately $4 million in assets. The Liquidating Fund’s co-sub-advisers, UBS Asset Management (Americas) Inc. and accounts over the past years, whichNeuberger Berman Investment Advisers LLC, have each indicated that, at that asset size, it would not meet the diversification standard described above. Changing the Fund’s classification from diversified to non-diversified would enable the Fund to take larger positions in a smaller number of issuers, which would give the Sub-adviser more flexibilitybe able to manage the Liquidating Fund in accordancea manner consistent with its established technology strategy. Accordingly, in connection with the Adviser’s recommendation that the Sub-adviser assume portfolio managementinvestment strategies. The Adviser does not currently plan to reinvest any assets of the Allocation Funds in the Liquidating Fund nor does it otherwise expect the Liquidating Fund to achieve significant asset growth in the foreseeable future so as to be viable in the long term. Accordingly, the Adviser also recommended andliquidating the Liquidating Fund.

Approval of the Liquidation

The Adviser advised the Board approved, a change inthat it recommends the Fund’s classification from diversified to non-diversified,liquidation of the Liquidating Fund, subject to shareholder approval.

Would the Proposal result in any changes to how the Fund is managed?

Yes; changing to a non-diversified fund would mean the Fund would be able to invest a greater percentage of its assets in the securitiesapproval of a single issuer or in a fewer numberPlan of issuers than a fund that is classified as diversified.

The Adviser believes that this increased investment flexibility may provide opportunities to enhance the Fund’s performance; however, the Sub-adviser’s investment decisions may not be successful, and if a security or an issuer fails to produce the expected results, the negative impactLiquidation. A Plan of Liquidation was then presented to the Fund would be greater than ifBoard and approved at a meeting on March 18, 2020. At that meeting, the Fund were diversified. Being classified as non-diversified may increase the Fund’s price volatility and the risk that its value could go down becauseTrustees, including a majority of the poor performance of a single investment or that a fewer number of investments will have a greater impact onIndependent Trustees, reviewed the Fund than a diversified fund with more investments.

Ifrecommendation by the Fund’s shareholders approve this Proposal,Adviser for the Sub-adviser is expected to operate the Fund asnon-diversified. However, the Sub-adviser may not always operate the Fund as non-diversified, depending on its assessmentLiquidation of the investment opportunities available toLiquidating Fund, including the Fund. The Sub-adviser will reserve freedom of action to operateinformation stated above inReasons for the Fund as non-diversified or diversified as it deems to be inLiquidation, the Fund’sprincipal terms and shareholders’ best interests. If the Sub-adviser does not operate the Fund as non-diversified within three years of shareholder approval, 1940 Act rules will require the Fund to again seek shareholder approval to reserve freedom of action to operate the Fund as non-diversified. Regardless of any change in the Fund’s diversification status under the 1940 Act, the Fund intends to comply with the diversification rules under Section 817(h)conditions of the Internal Revenue CodePlan of 1986, which apply to mutual funds or partnerships underlying variable contracts.Liquidation, and certain other materials provided by the Adviser regarding the Liquidation. The Independent Trustees had the assistance of their independent counsel during their review.

What were the Board’s considerations?

In approving the change to the Fund’s classification from diversified to non-diversified,proposed Liquidation, the Board considered severalthe following material factors and other factors, including but not limited to, the following:

(a)the Adviser’s determination to redeem all shares of the Liquidating Fund held by the Allocation Funds, and that after such redemption, the Liquidating Fund would have only approximately $4 million in assets and would not be viable;

(b)the Adviser does not currently plan to reinvest any assets of the Allocation Funds in the Liquidating Fund nor does it otherwise expect the Liquidating Fund to achieve significant asset growth in the foreseeable future so as to be viable in the long term;

(c)at the Liquidating Fund’s expected asset size, each co-sub-adviser of the Liquidating Fund would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies;

(d)alternatives to the proposed Liquidation, including merging the Liquidating Fund into another fund of the Trust;

(e)the Adviser’s recommendation to liquidate the Liquidating Fund;

(f)the terms and conditions of the proposed Plan of Liquidation;

(g)any direct or indirect costs to be incurred by the Liquidating Fund and its shareholders as a result of the proposed Liquidation; and

(h)the Adviser will pay the costs (other than brokerage and transaction fees incurred in connection with the sale of the Liquidating Fund’s shares) specifically incurred as a result of the proposed Liquidation, including costs related to the Proxy Statement.

After consideration and discussion of the Adviser’s desireabove and other factors, the Board concluded that such factors supported seeking shareholder approval to liquidate the Liquidating Fund and determined that the Fund be managed in a similar manner to other funds and accounts currently managed by the Sub-adviser; (b) changing the Fund’s classification from diversified to non-diversified would enable the Fund to take larger positions in a smaller number of issuers, which would give the Sub-adviser more flexibility to manage the Fund in accordance with its established technology strategy but may also lead to increased volatility; (c) that thereproposed liquidation would be increased risk that poor performance of a single investment or a fewer number of investments will have a greater impact on the

3


Fund than if it were diversified; (d) the Adviser believes that the proposal is in the best interests of the Liquidating Fund’s shareholders. Thus, the Board approved the Plan of Liquidation for the Liquidating Fund, subject to shareholder approval, which is described in further detail below.

SUMMARY OF THE PLAN OF LIQUIDATION

The Plan of Liquidation provides for the liquidation and dissolution of the Liquidating Fund after the close of business on April 30, 2020, or such other date as an officer of the Trust shall determine (the “Liquidation Date”). On or before the Liquidation Date, all portfolio securities of the Liquidating Fund will be converted to cash or cash equivalents and the Liquidating Fund will pay, or make reasonable provision to pay, all known or reasonably ascertainable liabilities, claims and obligations of the Liquidating Fund. On the Liquidation Date, the Liquidating Fund’s remaining assets will be distributed ratably among its shareholders of record. Pacific Life has informed the Trust that, unless otherwise instructed, the distributed assets will be immediately reinvested in Service Class shares of the Fidelity VIP Government Money Market Fund. Pacific Life represented to the Board that shareholder approval of the Plan of Liquidation would obviate the need for an order from the U.S. Securities and Exchange Commission (the “SEC”) to substitute a Contract Owner’s interest in the Liquidating Fund with an interest in the Fidelity VIP Government Money Market Fund for any Contract Owners who have not transferred their money out of the Liquidating Fund prior to the Liquidation Date. In order to provide for an orderly liquidation and convert all portfolio securities of the Liquidating Fund to cash or cash equivalents, the Liquidating Fund is expected to deviate from its investment goal and principal investment strategies until it is liquidated on the Liquidation Date. For example, short-term money market or other instruments may be held by the Liquidating Fund in anticipation of its liquidation and these investments will not perform in the same manner as investments held by the Liquidating Fund under normal circumstances.

The Plan of Liquidation is structured so as not to result in any dilution of the interests of any shareholders. All material provisions of the Plan of Liquidation are summarized below; for further information and to review the terms of the Plan of Liquidation, please refer to the Plan of Liquidation inAppendix A.

The Plan of Liquidation may be amended by the Board as may be necessary or appropriate to effect the Liquidation. In addition, the Plan of Liquidation may be abandoned by the Board at any time if it determines that abandonment would be advisable and in the best interests of the Liquidating Fund and its shareholders.

What

Effect of the Plan of Liquidation

The Plan of Liquidation is not expected to affect the value of your interest in your Contract. Prior to the proposed Liquidation, Contract Owners may transfer their assets to one of the other investment options available under their Contracts and a Contract Owner will receive an interest in that investment option having the same value as the value of the shares of the Liquidating Fund beneficially owned by that Contract Owner immediately prior to the transfer. If the Plan of Liquidation is approved and a Contract Owner has not selected a new investment option prior to the Liquidation Date, the Contract Owner will beneficially own, immediately after the Liquidation, a number of Service Class shares of the Fidelity VIP Government Money Market Fund having the same value as the value of the shares of the Liquidating Fund beneficially owned by that Contract Owner immediately prior to the Liquidation. After the Liquidation, such Contract Owners will indirectly bear the fees and expenses of the Service Class shares of the Fidelity VIP Government Money Market Fund, but the Liquidation will not result in any change to a Contract Owner’s Contract fees or charges. Following the Liquidation, the Liquidating Fund will hold no assets and be dissolved.


Expenses of the Liquidation

The Adviser will bear the expenses of the Liquidation, which are estimated to be approximately $26,415 and include the costs related to this Proxy Statement such as preparation of this Proxy Statement, printing and distributing the proxy materials, the costs of soliciting and tallying voting instructions, the cost of any necessary filings with the SEC, legal fees, and expenses of holding shareholder meetings. The Liquidating Fund will bear any brokerage fees and other transaction costs associated with the sale of portfolio holdings of the Liquidating Fund prior to the Liquidation as a result of the Liquidation, along with any usual and customary expenses of the Liquidating Fund such as accounting, custody and Trustees’ fees; and the Fidelity VIP Government Money Market Fund will bear any brokerage fees and other transaction costs associated with the purchase of portfolio holdings by the Fidelity VIP Government Money Market Fund after the Liquidation as a result of cash in-flows from the Liquidation.

Tax considerations: The Liquidation will be a non-taxable event for Contract Owners.

Implementation of the Plan of Liquidation should not cause the Contract Owners who invest in the Liquidating Fund or the Fidelity VIP Government Money Market Fund to recognize any gain or loss for Federal income tax purposes from the transactions contemplated by the Plan of Liquidation.

Information about the Fidelity VIP Government Money Market Fund

The Fidelity VIP Government Money Market Fund’s Summary Prospectus dated April 30, 2019, is being provided to you along with this Proxy Statement. For further information, please refer to the Fidelity VIP Government Money Market Fund’s Statutory Prospectus and SAI, both dated April 30, 2019, the SAI as supplemented.

Selection of the Fidelity VIP Government Money Market Fund as the “default” investment option

Pacific Life selected the Fidelity VIP Government Money Market Fund as the fund into which it will move a Contract Owner’s account value if the Contract Owner has not elected to move his or her contract/account value to a new investment option prior to the date of liquidation of the Liquidating Fund. Pacific Life selected the Fidelity VIP Government Money Market Fund because it is the only money market investment option available to all affected Pacific Life Contract Owners. Pacific Life may be faced with potential conflicts of interest relating to its selection of the Fidelity VIP Government Money Market Fund and its Service Class shares (seePotential benefits to the Adviser and its Affiliates section below for further information). Since selection of a default investment option is an insurance company matter, neither the Trust’s Board nor the Trust’s Adviser has any role or responsibility with respect to its selection.

Potential benefits to the Adviser and its Affiliates

The Adviser or its affiliates may realize benefits as a result of the investment in the Fidelity VIP Government Money Market Fund and therefore may be faced with potential conflicts of interest relating to Pacific Life’s selection of the Fidelity VIP Government Money Market Fund Service Class shares as the default investment option. In that regard, it should be noted that an affiliate of Pacific Life will be paid by the distributor of the Fidelity VIP Government Money Market Fund a fee at an annual rate of up to 0.10% of the average daily net assets of Contracts invested in the Fidelity VIP Government Money Market Fund for providing various services to shareholders pursuant to the Fidelity VIP Government Money Market Fund’s Distribution and Service Plan. Currently, the Liquidating Fund pays up to 0.20% of its average daily net assets to broker-dealers that provide various services to shareholders. In addition, the transfer agent for the Fidelity VIP Government Money Market Fund will pay Pacific Life a fee for providing certain services that the transfer agent would otherwise provide. The fee for providing such services is an annual rate of 0.05%, payable quarterly and based on each quarter’s average daily assets held by Contract Owners, with a maximum payment of $1 million per quarter.


Purchases and transfers into the Liquidating Fund

Purchases and transfers into the Liquidating Fund will not be accepted effective April 1, 2020 for new or existing owners of variable life insurance policies issued by PLIC and PL&A. Purchases and transfers into the Liquidating Fund will not be accepted effective April 1, 2020 for new owners of variable annuity contracts issued by PLIC and PL&A. Existing owners of variable annuity contracts issued by PLIC and PL&A that are invested in the Liquidating Fund may make purchases or transfers into the Liquidating Fund until the Liquidation Date.

Future allocation of premiums will be treated as orders for the Fidelity VIP Government Money Market Fund

Pacific Life has advised the Trust that once the Liquidation is approved and completed, all orders associated with new premiums or transfers (purchase and redemption requests) for the Liquidating Fund will be deemed a request for the purchase or redemption of Service Class shares of the Fidelity VIP Government Money Market Fund.

Transfers out of the Liquidating Fund

Shareholders may transfer out of the Liquidating Fund into any other investment option available under their respective Contracts at any time up until the Liquidation Date. Shareholders may obtain the current prospectus and SAI for any of the investment options underlying their Contracts by going to www.PacificLife.com or by calling a customer service representative using the applicable phone numbers listed in theAnnual and Semi-Annual Reports section of this Proxy Statement. Pacific Life has informed the Trust that any shares of the Liquidating Fund held at the close of business on the Liquidation Date will automatically be reinvested in Service Class shares of the Fidelity VIP Government Money Market Fund. Pacific Life has also informed the Trust that transfers out of the Liquidating Fund within 30 days prior to the Liquidation Date and transfers out of the Fidelity VIP Government Money Market Fund within 30 days after the Liquidation Date will not count as a transfer for purposes of transfer limitations under the Contracts. As such, there will be no charge or cost associated with these transfers. Pacific Life has confirmed to the Trust that it will issue supplements to the prospectuses for its affected Contracts advising Contract Owners of their rights to transfer under their respective Contracts. You may obtain a Transfers & Allocation Form from a customer service representative or you can make a transfer directly with a customer service representative using the applicable phone numbers listed in theAnnual and Semi-Annual Reports section of this Proxy Statement.

If the Proposal is not approved

If shareholders of the Liquidating Fund do not approve the Proposal?

If Shareholders doPlan of Liquidation, the Plan of Liquidation will not approvebe implemented. However, the Proposal,Adviser has advised the Board that the Allocation Funds will redeem all of their shares of the Liquidating Fund by the Liquidation Date, which will leave the Liquidating Fund with only approximately $4 million in assets and, at that expected asset size, each co-sub-adviser of the Liquidating Fund would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies. Accordingly, if the Plan of Liquidation is not approved, the Liquidating Fund will continue to operate as a “diversified” fund.

What doeslikely be invested in cash and cash instruments and the Board would then meet to consider what, if any, steps to take with respect to the Liquidating Fund. Pacific Life has advised the Board that if the Plan of Trustees recommend?Liquidation is not approved, it may seek an order from the SEC to substitute each remaining Contract Owner’s interest in the Liquidating Fund with an interest in the Fidelity VIP Government Money Market Fund.


The Board of Trustees unanimously recommends that shareholders vote FOR this Proposal.GENERAL INFORMATION

 

IV.OTHER BUSINESS

The BoardSolicitation of Trustees does not know of any other matters to be presented at the Meeting other than the Proposal set forth in this Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the person(s) named in the accompanying proxy.

V.GENERAL INFORMATION

How are proxies being solicited?

The principal solicitation will be by mail, but voting instructions also may also be solicited by telephone, Internetinternet or in person. AST Fund Solutions LLC has been retained to assist with voting instruction solicitation activities (including assembly and mailing of materials to Contract Owners and tallying the votes)Owners).

Who is bearing the costs associated with the Meeting?

Costs and All expenses incurred in connection with the preparation of this Proxy Statement and the solicitation of instructions will be paid by the Fund.Adviser. AST Fund Solutions is expected toLLC will be paid approximately $30,000 by the Fund$7,315 for printing and mailing proxy materials, tabulating votes and tabulating votes. Additional costs include, but are not limited to, filing fees, legal fees, and if necessary,estimated proxy solicitation fees, which are estimated to be approximately $35,000.fees.

Who has a right to vote at the Meeting?

Voting rights

Holders of shares of the Liquidating Fund at the close of business on August 12, 2016February 26, 2020 (the “Record Date”Record Date) are entitled to one vote for each share held, and a proportionate fraction of a vote for each fraction of a share held.

Class I. PLIC and PL&A are the sole shareholders of Class I of the Liquidating Fund entitled to vote. PLIC and PL&A hold Class I shares of the Liquidating Fund in their respective “Separate Accounts”Accounts,” which are investment accounts established specifically to support obligations of the Contracts. The assets and liabilities of the Separate Accounts are segregated from PLIC’s and PL&A’s general account assets and liabilities. PLIC’s and PL&A’s voting rights are being passed on to you as a Contract Owner, allowing you to provide voting instructions that will be followed when votes are cast by PLIC and PL&A at the Meeting. The number of shares for which such instruction may be given for purposes of voting at the Meeting, including any postponements or adjournments thereof, will be determined as of the Record Date.

How can you vote?

Class P. Certain Allocation Funds are the sole shareholders of Class P of the Liquidating Fund entitled to vote. Each Allocation Fund will vote its proxies for the Proposal in the same proportion as the vote of all other shareholders of the Liquidating Fund (namely, the Class I shareholders of the Liquidating Fund). The number of shares for which such instruction may be given for purposes of voting at the Meeting, including any postponements or adjournments thereof, will be determined as of the Record Date.

Voting options

Contract Owners may vote by mail, telephone, internet or in person at the Meeting. To attend the Meeting in person, you will be required to provide proof of ownership of an interest in the Liquidating Fund and a valid form of identification, such as a driver’s license, passport or other government-issued ID.identification. Voting instructions, whether voting bysubmitted via mail, telephone or internet, must be received by 6:8:00 a.m. Eastern Time (5:00 a.m. Pacific Time) on the Meeting Date or properly submitted in person at the Meeting. If you vote by mail, the voting instruction proxy card (“proxy card”) must be properly executed and signed(signed by all Contract Owners of recordrecord) and received at the address shown on the enclosed postage paid envelope.

Contract Owners may revoke a previously submitted voting instruction proxy card at any time prior to its use by providing PLIC or PL&A, as applicable, with a written revocation or duly executed voting instruction proxy card bearing a later date. In addition, any Contract Owner who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any voting instruction previously given.


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How will PLIC and PL&A will vote at the Meeting?Meeting

(i)If you provide voting instructions timely (on a properly executed proxy card if you are voting by mail), PLIC and PL&A will vote your shares in accordance with your voting instructions.

 

(ii)If you provide a properly executed proxy card timely, but it does not include voting instructions,, PLIC and PL&A will vote your sharesFORthe Proposal.

 

(iii)If you provide voting instructions timely to ABSTAIN, the instruction will be counted as present for purposes of determining whether a quorum of shares is present at the Meeting and PLIC and PL&A will vote your shares as an abstention, which will have the same effect as a voteAGAINST the Proposal.

 

(iv)If you do not provide voting instructions timely (and have not provided a properly executed proxy card), PLIC and PL&A will vote your shares in the same proportion as all other shareholders in the same Separate Account have voted.

 

(v)If no Contract Owners of a Separate Account provide timely voting instructions (or properly executed proxy card), PLIC and PL&A will vote all shares held by such Separate Account in the same proportion as votes cast by all of its respective other Separate Accounts in the aggregate.

 

(vi)If PLIC or PL&A hold shares of the Fund in their own respective general accounts, such shares will be voted proportionally in the same manner as all of its respective Separate Accounts vote in the aggregate.

As a result of the proportional voting described in paragraphs (iv) through (vi)and (v) above and in the “Class P” paragraph under theVoting Rights section above, a small number of Contract Owners may determine the outcome of the vote.

The Board of Trustees unanimously recommends that you vote “FOR” the proposed Plan of Liquidation.

Ownership of Shares of the Liquidating Fund

With respect to Class I shares of the Liquidating Fund.As of the close of business on the Record Date, there were 17,542,099.97371,314.824 Class I shares of the Fund outstanding and 1,836.95 Class P shares of theLiquidating Fund outstanding. PLIC held all of the outstanding Class P shares for its General Account. Therefore, this proxy statement has been sent only to Class I shareholders (Contract Owners with a beneficial interest in the Fund). As of the Record Date, PLIC (for its General Account and its Separate Accounts) and PL&A (for its Separate Accounts) owned 16,887,883.94 and 656,052.98 Fund shares, respectively, which represents approximately 96.26% and 3.74% of the Fund’s outstanding shares, respectively. To the knowledge of the Trust, as of the Record Date, no current Trustee owns 1% or more of the outstanding Class I shares of the Liquidating Fund, and the officers and Trustees of the Liquidating Fund own, as a group, less than 1% of the shares of the Liquidating Fund.

With respect to Class P shares of the Liquidating Fund. As of the close of business on the Record Date, there were 70,601,676.085 Class P shares of the Liquidating Fund outstanding. Class P shares of the Liquidating Fund are not available for investment to officers and Trustees of the Liquidating Fund.

The following table, entitled “Principal Holders of Fund Shares,” provides the shareholders of record (or shareholders known by the Trust to own beneficially) that owned more than 5% of the Liquidating Fund’s share classes, as of the Record Date.

Class NameName and Address of Beneficial OwnerNumber of Shares OwnedPercent of Class Owned
Class IPacific Select Exec Separate Account of PLIC78,042.27821.02%
Class ISeparate Account A of PLIC271,128.73373.02%
Class ISeparate Account A of PL&A20,120.7835.42%
Class PPortfolio Optimization Conservative Portfolio5,982,484.7618.47%
Class PPortfolio Optimization Moderate-Conservative Portfolio9,286,366.09013.15%
Class PPortfolio Optimization Moderate Portfolio29,192,683.33341.35%
Class PPortfolio Optimization Growth Portfolio21,270,856.53430.13%
Class PPortfolio Optimization Aggressive-Growth Portfolio4,869,285.3676.90%

PLIC could be deemed to control the voting securities of Class I of the Liquidating Fund (i.e., by owning more than 25% of Class I of the Liquidating Fund in its Separate Account A). However, since PLIC would exercise voting rights attributable to Class I shares of the Liquidating Fund owned by it based on voting instructions received from its Contract Owners as noted above, PLIC will not control the outcome of the vote.

The Portfolio Optimization Moderate Portfolio and the Portfolio Optimization Growth Portfolio each could be deemed to control the voting securities of Class P of the Liquidating Fund (i.e., by owning more than 25% of Class P of the Liquidating Fund). However, since these Allocation Funds would exercise voting rights attributable to Class P shares of the Liquidating Fund owned by them in the same proportion as the vote of all other shareholders of the Liquidating Fund (namely, the Class I shareholders of the Liquidating Fund), these Allocation Funds will not control the outcome of the vote.

PLIC is a Nebraska corporation;domiciled life insurance company and a subsidiary of Pacific LifeCorp, a holding company, which in turn is a subsidiary of Pacific Mutual Holding Company, a mutual holding company. PL&A is an Arizona corporation. Theirdomiciled life insurance company and a subsidiary of PLIC/PL&A. PLIC and PL&A’s principal offices are located at 700 Newport Center Drive, Newport Beach, CA 92660.

What constitutes

Quorum

The Liquidating Fund must have a quorum and what is the required vote for the Proposal?

Quorum

A quorum must be presentto conduct its business at the Meeting for action to be taken on the Proposal. Except as otherwise provided by law, the holdersMeeting. Holders of 50%30% of the outstanding shares of eachthe Liquidating Fund or class, as applicable, present in person or by proxy shall constitute a quorumquorum. Any lesser number shall be sufficient for the transaction of any business at any meeting of shareholders.adjournments. Shares held by shareholders present in person or represented by proxy at the meetingMeeting (including PLIC and PL&A) will be counted both for the purpose of determining the presence of a quorum. If a quorum is not presentand for calculating the purpose ofvotes cast on any vote that may properly comeproposal before the Meeting, the shareholders present in person or by proxy and entitled to vote at the Meeting on such matter may by affirmative vote of a majority of the shares present entitled to vote on such matter adjourn the Meeting from time to time to be held at the same place without further notice than by announcement to be given at the Meeting until a quorum entitled to vote on such matter is present, whereupon any such matter may be voted upon at the Meeting as though held when originally convened.Meeting. Since PLIC and PL&A are the owners of record of alla majority of the outstanding shares of the Class I shares of the Liquidating Fund, and certain Allocation Funds of the Trust are the beneficial owners of the outstanding shares of the Class P shares of the Liquidating Fund, it is anticipated that a quorum will be present at the meeting.

Meeting.

 

5


Required Vote

The ProposalApproval of the Plan of Liquidation requires the affirmative vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940, Act)as amended (the “1940 Act”)) of the Fund.Liquidating Fund to vote “FOR” the approval of the Proposal. Under the 1940 Act, the vote of “a majority of the outstanding voting securities” of the Liquidating Fund means the vote at a duly called meeting: (1) of 67% or more of the voting securities of the Trust orLiquidating Fund as applicable, that are present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Trust orLiquidating Fund as applicable, are present or represented by proxy; or (2) of more than 50% of the outstanding voting securities of the Trust orLiquidating Fund, as applicable, whichever is less. Votes mayThis is a fund-wide vote, meaning that all classes (Class I and Class P) of the Liquidating Fund will vote together, and vote results will be cast in person or by proxy for all proposals. Shares held by shareholders present in person or represented by proxyconsidered at the meeting (includingLiquidating Fund level without regard to share class.

Investment Adviser, Principal Underwriter and Administrator

Pacific Life Fund Advisors LLC (“PLFA”), a Delaware limited liability company and wholly-owned subsidiary of PLIC, serves as investment adviser to the Liquidating Fund pursuant to an investment advisory agreement with the Trust. PLFA employs UBS Asset Management (Americas) Inc. and PL&A) will be countedNeuberger Berman Investment Advisers LLC as co-sub-advisers for calculatingand portfolio managers to the votes cast on any proposal beforeLiquidating Fund, pursuant to sub-advisory agreements.

Pacific Select Distributors, LLC serves as the meeting.Liquidating Fund’s principal underwriter and distributor pursuant to a Distribution Agreement with the Trust.

Abstentions

Abstentions will be countedPLIC serves as present for purposes of determining whether a quorum is presentthe administrator to the Liquidating Fund pursuant to an Administration and Support Services Agreement with the Trust.

The investment adviser, principal underwriter and distributor and administrator are all located at the Meeting,700 Newport Center Drive, Newport Beach, California 92660.

Annual and assuming a quorum is present, will have the same effect as an instruction to vote “AGAINST” the Proposal.

Where can you obtain recent shareholder reports?Semi-Annual Reports

The Trust’s annual report for the fiscal year ended December 31, 20152019 and its semi-annual report for the period ended June 30, 2016,2019 were previously sent to shareholders and are available on lineonline atwww.PacificLife.com/PacificSelectFund.htm. A copy ofThe annual report and the reportssemi-annual report are available upon request without charge by contacting the Trust by:

 

Regular mail:Pacific Select Fund, P.O. Box 9000,7500, Newport Beach, CA 92660
Express mail:Pacific Select Fund, 700 Newport Center Drive, Newport Beach, CA 92660
Telephone:Pacific Life Insurance CompanyPLIC’s Annuity Variable Contract Owners: 1-800-722-4448
(6 a.m. through 5 p.m. Pacific Time, Monday through Friday)
 

PLIC’s Annuity Financial Professionals: 1-800-722-2333
(6 a.m. through 5 p.m. Pacific Life Insurance CompanyTime, Monday through Friday)
PLIC’s Life Insurance Policy Owners: 1-800-347-7787


(5 a.m. through 5 p.m. Pacific Time, Monday through Friday)
 PL&A&A’s Annuity Variable Contract Owners: 1-800-748-6907
(6 a.m. through 5 p.m. Pacific Time, Monday through Friday)
 PL&A&A’s Life Insurance Policy Owners: 1-888-595-6997
(5 a.m. through 5 p.m. Pacific Time, Monday through Friday)

How can a shareholder submit a proposal?

Electronic mail: PSFdocumentrequest@pacificlife.com

Other matters to come before the Meeting

The Trust does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business should properly come before the Meeting, PLIC and PL&A will vote thereon in accordance with their respective best judgment.

Shareholder proposals

The Liquidating Fund is not required to hold regular annual meetings and, in order to minimize its costs, does not intend to hold meetings of shareholders unless so required by applicable law, regulation, regulatory policy or if otherwise deemed advisable by the Liquidating Fund’s management. Therefore, it is not practicable to specify a date by which shareholder proposals must be received in order to be incorporated in an upcoming proxy statement for an annual meeting.


Who are the Trust’s key service providers?

Investment Adviser

Pacific Life Fund Advisors LLC serves as investment adviser to the Trust. The Adviser is a Delaware limited liability company and a wholly-owned subsidiary of Pacific Life. The Adviser is located at 700 Newport Center Drive, Newport Beach, California 92660.

Principal Underwriter

Pacific Select Distributors, LLC serves as principal underwriter and distributor of the Trust (the “Distributor”). The Distributor is a Delaware limited liability company and a wholly-owned subsidiary of PLIC. The Distributor is located at 700 Newport Center Drive, Newport Beach, CA 92660.

6


LOGOPLEASE:

 

[  ]PROMPTLY EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

OR

[  ]VOTE TELEPHONICALLY BY CALLING (888) 227-9349.

OR

YOUR

[  ]VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.ON THE INTERNETBY LOGGING ONTOPLEASE CAST YOUR PROXY WWW.VOTE.PROXYONLINE.COM AND FOLLOWING THE ONLINE INSTRUCTIONS.

VOTING INSTRUCTIONS MUST BE RECEIVED BY 8:00 A.M. EASTERN TIME (5:00 A.M. PACIFIC TIME) ON APRIL 17, 2020. VOTES CAST BY MAIL NEED TO BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE.

OR

[ ] VOTE IN PERSON AT THE SHAREHOLDER MEETINGTODAY!ON APRIL 17, 2020 AT 10:30 A.M. PACIFIC TIME AT 700 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA.

 LOGO
  
LOGOJane M. Guon 
Vice President and Secretary
Pacific Select Fund 

TECHNOLOGY PORTFOLIO

OF THE March 26, 2020


APPENDIX A

PACIFIC SELECT FUND

PROXY FOR A SPECIAL MEETINGCURRENCY STRATEGIES PORTFOLIO

PLAN OF SHAREHOLDERS – OCTOBER 28, 2016LIQUIDATION

The undersigned ownerfollowing Plan of Liquidation (“Plan”) of the Currency Strategies Portfolio (“Liquidating Fund”), a series of Pacific Select Fund, (“Trust”) organized and existing under the laws of the State of Delaware, and an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), is intended to accomplish the complete liquidation and termination of the Liquidating Fund (“Liquidation”) in conformity with the laws of the State of Delaware, the 1940 Act, the Internal Revenue Code of 1986, as amended (“Code”), and the Trust’s Agreement and Declaration of Trust and By-Laws.

WHEREAS, on March 18, 2020, the Trust’s Board of Trustees (“Board”) determined that it is in the best interests of the Liquidating Fund and its shareholders to liquidate the Liquidating Fund after considering the following material factors and other factors, including but not limited to, the following:

(a)the Adviser’s determination to redeem all shares of the Liquidating Fund held by certain funds of the Trust which seek to achieve their goals by investing in other funds of the Trust (“Allocation Funds”), and that after such redemption, the Liquidating Fund would have only approximately $4 million in assets and would not be viable;

(b)Pacific Life Fund Advisors LLC (“Adviser”) does not currently plan to reinvest any assets of the Allocation Funds in the Liquidating Fund nor does it otherwise expect the Liquidating Fund to achieve significant asset growth in the foreseeable future so as to be viable in the long term;

(c)at the Liquidating Fund’s expected asset size, each co-sub-adviser of the Liquidating Fund would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies;

(d)alternatives to the proposed Liquidation, including merging the Liquidating Fund into another fund of the Trust;

(e)the Adviser’s recommendation to liquidate the Liquidating Fund;

(f)the terms and conditions of the proposed Plan;

(g)any direct or indirect costs to be incurred by the Liquidating Fund and its shareholders as a result of the proposed Liquidation; and

(h)the Adviser will pay the costs (other than brokerage and transaction fees incurred in connection with the sale of the Liquidating Fund’s shares) specifically incurred as a result of the proposed Liquidation, including costs related to the proxy statement to be sent to Liquidating Fund shareholders.

WHEREAS, the Board has determined that it is advisable and in the best interests of the Liquidating Fund and its shareholders to liquidate the Liquidating Fund on or about April 30, 2020 or such other date as determined by any officer of the Trust (“Liquidation Date”); and


WHEREAS, on March 18, 2020, the Board unanimously approved this Plan as being in the best interests of the Liquidating Fund and its shareholders and adopted this Plan as the method of liquidating the Liquidating Fund.

NOW, THEREFORE, the liquidation of the Liquidating Fund shall be carried out in the manner hereinafter set forth:

1. EFFECTIVE DATE OF PLAN. The Plan shall become effective immediately after the close of business on April 30, 2020, or such other date as determined by any officer of the Trust (hereinafter, “Effective Date”).

2. NOTICE TO SHAREHOLDERS OF LIQUIDATION.Prior to the Effective Date, the Liquidating Fund shall provide notice to shareholders to the effect that this Plan has been approved by the Board and that on the Liquidation Date, all outstanding shares of the Liquidating Fund shall be liquidated.

3. CESSATION OF BUSINESS. On or before the Effective Date, the Liquidating Fund shall not engage in any business activities except for the purposes of winding down its business and affairs, preserving the value of its assets, and distributing its remaining assets ratably among the shareholders of the outstanding shares of the Liquidating Fund, in accordance with the provisions of the Plan, after discharging or making reasonable provision for the Liquidating Fund’s liabilities.

4. RESTRICTION OF SALE OF LIQUIDATING FUND SHARES. If the Plan is approved, no purchases or transfers into the Liquidating Fund will be accepted effective April 1, 2020 for new or existing contract owners of variable life insurance policy or variable annuity contract (collectively, “variable contracts”)policies issued or administered by Pacific Life Insurance Company (“PLIC”) and fundedPacific Life & Annuity Company. No purchases or transfers into the Liquidating Fund will be accepted effective April 1, 2020 for new contract owners of variable annuity contracts issued by separate accounts (“Separate Accounts”)Pacific Life Insurance Company and Pacific Life & Annuity Company. Existing contract owners of PLICvariable annuity contracts issued by Pacific Life Insurance Company and Pacific Life & Annuity Company (“PL&A”)that are invested in the Liquidating Fund may make purchases or transfers into the Liquidating Fund until the Liquidation Date.

5. LIQUIDATION OF ASSETS. On or before the Liquidation Date, the Liquidating Fund shall convert all portfolio securities of the Liquidating Fund to cash or cash equivalents.

6. SATISFACTION OF FEDERAL INCOME AND EXCISE TAX DISTRIBUTION REQUIREMENTS.On or before the Liquidation Date, any officer of the Trust shall declare and pay a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Liquidating Fund’s shareholders all of the Liquidating Fund’s net tax exempt income and investment company taxable income attributable to the Liquidating Fund for the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid), hereby instructs PLIC and PL&A,all of the Liquidating Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any available capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods.

7. PAYMENT OF DEBTS. On or before the Liquidation Date, the Liquidating Fund shall pay, or make reasonable provision to pay, in full, all known or reasonably ascertainable liabilities, claims and obligations, including, without limitation, all contingent, conditional or unmatured claims and obligations, known to the Liquidating Fund and all claims and obligations which are known to the Liquidating Fund but for which the identity of the claimant is unknown. Such amounts shall include, without limitation, all charges, taxes and expense of the Liquidating Fund, whether due, accrued or anticipated, that have been incurred or are expected to be incurred by the Liquidating Fund.

A-2 

8. LIQUIDATING DISTRIBUTION. On the Liquidation Date, the Liquidating Fund shall distribute to its shareholders of record as of the close of business on behalfthe Liquidation Date, all of their respective pertinent Separate Accounts, to:

(1) Vote the remaining assets of the Liquidating Fund in complete cancellation and redemption of all the outstanding shares of the Technology PortfolioLiquidating Fund (“Liquidation Proceeds”), except for cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid liabilities and obligations of the Liquidating Fund on the Liquidating Fund’s books on the Liquidation Date, including, but not limited to, income, dividends and capital gains distributions, if any, payable through the Liquidation Date, and (ii) pay such contingent liabilities as the Board shall reasonably deem to exist against the assets of the Liquidating Fund on the Liquidating Fund’s books; provided further, for the avoidance of doubt, notwithstanding anything herein to the contrary, all interests, rights and titles to any claims, whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery claims of the Liquidating Fund shall be disclaimed, and any and all resulting recoveries shall be returned to the Trust, and shall not be distributed to the Liquidating Fund’s shareholders of record. With respect to Class I shares of the Liquidating Fund, the Trust will take instruction from Pacific SelectLife Insurance Company and Pacific Life & Annuity Company regarding the allocation of the Liquidation Proceeds to another investment option available to the contract owners, which each of Pacific Life Insurance Company and Pacific Life & Annuity Company has indicated will be the Fidelity Variable Insurance Products Government Money Market Portfolio - Service Class shares.

9. LIQUIDATION. The Liquidating Fund (the “Trust”) attributableshall be liquidated on the Liquidation Date in accordance with Section 331 of the Code. As soon as practicable after the Liquidation Date, the Liquidating Fund shall be terminated.

10. MANAGEMENT AND EXPENSES OF THE LIQUIDATING FUND. The Adviser shall bear the expenses incurred related to hisimplementing the Plan of Liquidation, including the costs of the proxy statement sent to Liquidating Fund shareholders such as the costs of preparing the proxy statement, printing and distributing the proxy materials, soliciting and tallying voting instructions, any necessary filings with the U.S. Securities and Exchange Commission, legal fees, and expenses of holding shareholder meetings. The Liquidating Fund will bear any brokerage fees and other transaction costs associated with the sale of portfolio holdings of the Liquidating Fund prior to the Liquidation as a result of the Liquidation, along with any usual and customary expenses of the Liquidating Fund such as accounting, custody and Trustees’ fees.

11. RECEIPT OF CASH OR OTHER DISTRIBUTIONS AFTER THE LIQUIDATION DATE.Following the Liquidation Date, if the Liquidating Fund receives any form of cash or her variable contract atis or becomes entitled to any other distributions that it had not recorded on its books on or before the special meeting of shareholders (the “Meeting”)Liquidation Date, any such cash or distribution will be allocated first to reimburse the Adviser for any expenses it incurs pursuant to Paragraph 10 above and then to the Trust in such manner as any officer of the Trust todetermines is reasonable (and, as a point of clarification, such proceeds may not be held at 8:30 a.m. Pacific Time, on October 28, 2016 at 700 Newport Center Drive, Newport Beach, California, 92660, and at any adjournment thereof, as indicated, with respectdistributed to the matters referredseparate accounts that previously held Liquidating Fund shares or contract owners who previously allocated to the Liquidating Fund and may instead be used to pay general expenses of the Trust).

12. LOST SHAREHOLDERS. If the Trust is unable to pay redemption proceeds to shareholders of the Liquidating Fund because of the inability to locate shareholders to whom redemption proceeds are payable, the Trust may take such steps as an authorized officer of the Trust deems appropriate, which may include creating, in the proxy statement for the Meeting;name and

(2) Vote upon such other matters as may properly come before the Meeting or any adjournment thereof in discretion of PLIC and PL&A.

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free(800) 967-4614.Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice regarding the availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on October 28, 2016. The proxy statement for this meeting is available atproxyonline.com/docs/technologyportfolio2016.pdf

If you vote on the Internet or by telephone, you need not return this voting instruction.

Voting instructions completed by mail must be sent to the address shown on the postage paid envelope provided.

VOTING INSTRUCTIONS MUST BE RECEIVED BY 6 A.M. EASTERN TIME ON OCTOBER 28, 2016

  [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]


YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.PROXY CARD

The signer(s) acknowledges receipt of the proxy statement. Your signature(s) on this proxy card should be exactly as your name(s) appear on this proxy (reverse side). If the shares are held jointly, each holder should sign this proxy card. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

SIGNATURE (AND TITLE IF APPLICABLE)         DATE

SIGNATURE (IF HELD JOINTLY)                           DATE

The Board of Trustees unanimously recommends a voteFOR the proposal.

This proxy is solicited on behalf of the Pacific Select Fund’sLiquidating Fund, a trust or account with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Liquidating Fund in such trust for the benefit of the shareholders that cannot be located. The expense of such trust shall be charged against the assets therein.


13. POWER OF THE BOARD AND TRUST OFFICERS. The Board and officers of Trustees.the Trust shall have the authority to do or authorize any acts and things as provided for in the Plan and as they may consider necessary or desirable to carry out the purposes of the Plan, including the execution and filing of certificates, documents, information returns, tax returns and other papers that may be necessary or appropriate to implement the Plan or that may be required by the provisions of the 1940 Act or other applicable laws. The death, resignation or disability of any Trustee or any officer of the Trust shall not impair the authority of the surviving or remaining Trustees or officers to exercise any of the powers provided for in the Plan.

14. AMENDMENT OR ABANDONMENT OF PLAN AND SHAREHOLDER APPROVAL OF PLAN. When properly executed, this proxyThe Board shall have the authority to authorize or ratify such variations from or amendments of the provisions of the Plan as may be necessary or appropriate to effect the liquidation of the Liquidating Fund, and the distribution of its net assets to shareholders in accordance with the laws of the State of Delaware, the 1940 Act, the Code, and the Trust’s Declaration of Trust and By-Laws, if the Board determines that such action would be advisable and in the best interests of the Liquidating Fund and its shareholders. If any amendment or modification appears necessary and in the judgment of the Board will materially and adversely affect the interests of the Liquidating Fund shareholders, Liquidating Fund shareholders will be voted as indicatedgiven prompt and timely notice of such an amendment or “FOR”modification. In addition, the proposalBoard may abandon this Plan at any time if no choice is indicated. If this voting instruction proxy card is not properly executed when voting by mail, or if youit determines that abandonment would be advisable and in the best interests of the Liquidating Fund and its shareholders. This Plan shall be deemed abandoned in the event the Liquidating Fund’s shareholders do not vote at all, your votes will be castapprove the Plan by PLIC and/the close of business on October 31, 2020.

15. CHANGES TO PLAN. Each officer of the Trust may modify or PL&A,extend any of the dates specified in the Plan for the taking of any action in connection with the implementation of the Plan (including, but not limited to, the Effective Date and the Liquidation Date) or make such other changes as applicable,permitted under the law if such officer(s) determine, with the advice of the Trust's General Counsel or his or her delegee, that such modification or extension is necessary or appropriate in connection with the orderly liquidation of the Liquidating Fund or to protect the interests of the shareholders of the Liquidating Fund.

16. NO PERSONAL OBLIGATIONS.The obligation of the Trust entered into in the name or on behalf of the pertinent Separate AccountTrust or Liquidating Fund by any of the Trustees of the Trust, representatives or agents of the Trust are made not individually, but only in such capacities, and are not binding upon any of the same proportion as it votes shares heldTrustees of the Trust, shareholders or representatives of the Trust personally, but bind only the assets of the Trust attributable to the Liquidating Fund.

17. GOVERNING LAW.This Plan shall be governed by and construed in accordance with the Separate Account for which itlaws of the State of Delaware without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the Board has received voting instructions, if other votes are received for that Separate Account. If no other votes are received for a Separate Account, your votes willcaused this Plan to be cast by PLIC and/or PL&A, as applicable, inapproved on behalf of the same proportion as other votes cast by allLiquidating Fund.

PACIFIC SELECT FUND

On behalf of its respective Separate Accounts in the aggregate. Abstentions have the same effect as an instruction to vote “AGAINST” the Proposal.

TO VOTE, MARK CIRCLE BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:Currency Strategies Portfolio

 

By:
Name:Robin S. Yonis
Title:Vice President and General Counsel
   
Date:FORMarch 26, 2020 AGAINSTABSTAIN
1.

To change the classification of the Technology Portfolio from a “diversified” company to a “non-diversified” company.

¡¡¡

 

THANK YOU FOR VOTINGA-4 

 

 

 

  [PROXY ID NUMBER HERE]

[BAR CODE HERE]

[CUSIP HERE]