SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
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[ ] | 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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PRELIMINARY COPIES
[March 28, 2019]
Re: | ||||||
Global Absolute Return Portfolio, a series of Pacific Select Fund |
[September 9], 2016
Dear Contract Owner:
Attached is a
You currently have an investment interest in the Global Absolute Return 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 Global Absolute Return Portfolio. The Global Absolute Return 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.Company (together, “The Proposal does not seek to change the benefits or provisions of your Contract.Pacific Life As a Contract Owner with a beneficial interest in the Fund as of August 12, 2016 (“Record Date””), you are entitled to vote on the Proposal..
The
On March 27, 2019, the Board of Trustees of the Trust (the “Board of Trustees”), upon the recommendation of Pacific Life Fund Advisors LLC, the Investment Adviser of the Global Absolute Return Portfolio, considered and unanimously approved the liquidation of the Global Absolute Return 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 Global Absolute Return 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 Global Absolute Return 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, recommends that you vote “FOR” the Proposal.Plan of Liquidation.A summary of the 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,
/s/ | ||||
James T. Morris | ||||
President | Adrian S. Griggs Executive Vice President | |||
Chairman of the Board of Directors Pacific Life Insurance Company and | ||||
Pacific Life & Annuity Company | Chief Operating Officer Pacific Life Insurance Company and Pacific Life & Annuity Company |
PACIFIC SELECT FUND
700 Newport Center Drive
Post Office Box 7500
Newport Beach, California 92660
Notice of Special Meeting of Shareholders
Ofof the TechnologyGlobal Absolute Return Portfolio of Pacific Select Fund
Scheduled for [October 18,] 2016to be Held on April 22, 2019
Dear Shareholder:Contract Owner:
NOTICE IS HEREBY GIVEN that a special meeting (“Meeting”Special Meeting of Shareholders (the “Meeting”) of shareholders of the TechnologyGlobal Absolute Return Portfolio, (the “Fund”), a seriesfund of Pacific Select Fund, (the “Trust”) is scheduled for [October 18], 2016April 22, 2019 at 10:9:00 a.m., Pacific Time, at the offices of Pacific Life Insurance Company at 700 Newport Center Drive, Newport Beach, California 92660. You are cordially invited to attend the Meeting.
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:
To |
To transact such other business, not currently contemplated, that may properly come before the Meeting, |
Shareholders of record at the close of business on August 12, 2016 (“March 4, 2019 (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 FundGlobal Absolute Return Portfolio on the Record Date are entitled to vote as though they were directare shareholders of the Fund.Global Absolute Return 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 22, 2019. 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 18, 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
Jane M. Guon,
Secretary
of Pacific Select Fund
[September 9, 2016]
/s/ | ||
Jane M. Guon | ||
Vice President and Secretary | ||
Pacific Select Fund |
PROXY STATEMENT
[SEPTEMBER 9, 2016]
TABLEFOR THE LIQUIDATION OF CONTENTSTHE GLOBAL ABSOLUTE RETURN PORTFOLIO
a fund of Pacific Select Fund
[March 28, 2019]
1
PACIFIC SELECT FUND
PROXY STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS OF THE TECHNOLOGY PORTFOLIO
TO BE HELD ON OCTOBER 18, 2016INTRODUCTION
This proxy statement (“Proxy Statement”Statement”) is being furnished to you in connection with the solicitation of proxies by the Board of Trustees “Board”(the “Board”) of Pacific Select Fund (“Trust”(the “Trust”), on behalf of the TechnologyGlobal Absolute Return Portfolio (the “Fund”“Liquidating Fund”), a series of the Trust, to be voted at a special meeting of shareholdersheld on April 22, 2019 (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 held on [October 18, 2016]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, 2018, 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, 2018, 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.”
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 (the “Plan”) 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.
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 ActPlan 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 meaning of the 1940 Act. The 1940 Act also requires shareholders to approve a change in a fund’s fundamental policy and classification from a diversified fund to a non-diversified fund.Liquidation.
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% 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
2
any of its agencies or instrumentalities, if, as a result (i) more than 5% of the value of the fund’s total assets would be invested in securities of one issuer, or (ii) the fund would hold more than 10% of the outstanding voting securities of one issuer.
The 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-adviser of the Fund with a newsub-adviser (the “Sub-adviser”), effective November 1, 2016. In managing the Fund, the Adviser would like the Sub-adviser to use an investment strategy that is similar to the strategies the Sub-adviser has used in other funds and accounts over the past years, which 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 flexibility to manage the Fund in accordance with its established technology strategy. Accordingly, in connection with the Adviser’s recommendation that the Sub-adviser assume portfolio management of the Fund, the Adviser also recommended, and the Board approved, a change in the Fund’s classification from diversified to non-diversified, 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 securities of a single issuer or in a fewer number 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 impact to the Fund would be greater than if 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 because of the poor performance of a single investment or that a fewer number of investments will have a greater impact on the Fund than a diversified fund with more investments. Being classified as non-diversified does not prevent the Fund from being managed as though it were a diversified fund; but it provides investment flexibility for the Sub-adviser to manage as non-diversified.
If the Fund’s shareholders approve this proposal, the Sub-adviser is expected to operate the Fund as non-diversified. However, the Sub-adviser may not operate the Fund as non-diversified, depending on its assessment of the investment opportunities available to the Fund. The Sub-adviser will reserve freedom of action to operate the Fund as non-diversified or diversified as it deems to be in the Fund’s 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) of the Internal Revenue Code of 1986, which apply to mutual funds or partnerships underlying variable contracts.
What if shareholders do not approve the Proposal?
If Shareholders do not approve the Proposal, the Fund will continue to operate as a “diversified” fund.
What does the Board of Trustees recommend?
The Board of Trustees unanimously recommends that shareholders vote FOR this Proposal.
3THE LIQUIDATION
The BoardTrust is a Delaware statutory trust. The Trust’s Agreement and Declaration of Trust provides that any fund of the Trust may be dissolved at any time by the Trustees by written notice to the shareholders of such fund.
Reasons for the Liquidation
The Adviser has determined to eliminate its allocations to the Liquidating Fund for funds of the Trust that seek to achieve their investment goals by investing in other funds of the Trust (the “Allocation Funds”). The Adviser estimates that after the redemption of the Allocation Funds’ shares of the Liquidating Fund, the Liquidating Fund would be left with only approximately $32.3 million in assets. The Liquidating Fund’s sub-adviser has indicated that, at that asset size, it would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies. The Adviser does not knowplan to reinvest 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 recommended liquidating the Liquidating Fund.
Approval of the Liquidation
The Adviser advised the Board that it recommends the liquidation of the Liquidating Fund, subject to shareholder approval of a Plan of Liquidation. A Plan of Liquidation was then presented to the Board and approved at a meeting on March 27, 2019. At that meeting, the Trustees, including a majority of the Independent Trustees, reviewed the recommendation by the Adviser for the Liquidation of the Liquidating Fund, including the information stated above inReasons for the Liquidation, the principal terms and conditions of the Plan of 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.
In approving the proposed Liquidation, the Board considered 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 the Allocation Funds, and that after such redemption, the Liquidating Fund would have only approximately $32.3 million in assets and would not be viable;
(b) the current and expected asset size of the Liquidating Fund;
(c) at the Liquidating Fund’s expected asset size, the Liquidating Fund’s sub-adviser has indicated that it would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies;
(d) the Adviser’s recommendation to liquidate the Liquidating Fund;
(e) the terms and conditions of the proposed Plan of Liquidation;
(f) any direct or indirect costs to be incurred by the Liquidating Fund and its shareholders as a result of the proposed Liquidation; and
(g) 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 and certain extraordinary expenses incurred in connection with carrying out the Plan and not covered by the Liquidating Fund’s then existing accruals of the Liquidating Fund’s normal and customary fees and expenses.
The Trust’s Board determined that the proposed liquidation would be 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, 2019], 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 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 Trust’s 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 fail to move their money out of the Liquidating Fund prior to the Liquidation Date (as defined below). 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 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. Significant provisions of the Plan are summarized below; for further information and to review the terms of the Plan, please refer to the Plan 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.
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 mattersinvestment options available under their Contracts, and will continue to be presented atable to redeem or exchange their shares. If the MeetingPlan 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, including: 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, accounting fees, and expenses of holding shareholders’ meetings. The Liquidating Fund will bear any brokerage fees and other thantransaction costs associated with the Proposal set forthsale of portfolio holdings of the Liquidating Fund prior to the Liquidation as a result of the Liquidation, which are estimated to be immaterial; 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 will 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, 2018, is being provided to you along with this Proxy Statement. If other businessFor further information, please refer to the Fidelity VIP Government Money Market Fund’s Statutory Prospectus and SAI, both dated April 30, 2018, 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 properly come before the Meeting, proxiesbe noted that an affiliate of Pacific Life will be voted in accordance withpaid by the judgmentdistributor of the person(s) namedFidelity 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 accompanying proxy.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
If the Plan of Liquidation is approved, no purchases or transfers into the Liquidating Fund will be accepted after the close of business, March 29, 2019, for Contract Owners of variable life insurance policies or for new Contract Owners for Pacific Life variable annuity contracts.
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 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 towill be paid approximately $30,000 by the Fund$9,000 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.
Who has a right toThe Board of Trustees unanimously recommends that you vote at“FOR” the Meeting?proposed Plan of Liquidation.
Voting rights
Holders of shares of the Liquidating Fund at the close of business on March 4, 2019 (the “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. However, thosePLIC and PL&A hold Class I shares of the Liquidating Fund in their respective “Separate 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.
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, Internetinternet 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 identification. Voting instructions, whether submitted 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 must be properly executed (signed by all Contract Owners of record) and received at the address shown on the enclosed postage paid envelope.
Contract Owners may also voterevoke a previously submitted voting instruction proxy card (“proxy card”) at any time prior to its use by attending the Meeting. To attendproviding PLIC or PL&A, as applicable, with a written revocation or duly executed proxy card bearing a later date. In addition, any Contract Owner who attends the Meeting in person you will be required to provide proof of ownership of an interest inmay vote by ballot at the Fund and a valid form of identification, such as a driver’s license, passport or other government-issued ID.Meeting, thereby canceling any voting instruction previously given.
How PLIC and PL&A will vote shares of the Fund held by each of their respective separate accounts in accordance with the proxy voting instructions received from their Contract Owners, but in the absence of voting directions in any properly executed voting instruction proxy card that is signed and timely returned, they will voteFOR the Proposal and may vote in accordance with their judgment with respect to other matters not now known to the Board that may be presented at the Meeting. Abstentions will be counted as present for purposes of determining whether a quorum of shares is present at the 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 |
(ii) | If you provide a properly executed proxy card timely, but it does not include voting instructions, PLIC and PL&A will vote your sharesFOR the 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 sharesAGAINST 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 |
(v) | If no |
As a result of the proportional voting described in paragraphs (iv) 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.
Quorum
The Liquidating Fund must have a quorum to conduct its business at the Meeting. Holders of 30% of the outstanding shares of the Liquidating Fund present in person or by proxy shall constitute a quorum. Any lesser number shall be sufficient for adjournments. Shares held by shareholders present in person or represented by proxy at the Meeting (including PLIC and PL&A) will be counted both for the purpose of determining the presence of a quorum and for calculating the votes cast on any proposal before the Meeting. Since PLIC and PL&A are the owners of record of a 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.
Required Vote
Approval of the Plan of Liquidation requires the vote of a majority of the votes cast that are entitled to vote.
Ownership of Shares of the Liquidating Fund
With respect to Class I shares of the Liquidating Fund. Because Class I shares of the Liquidating Fund are only available as underlying investment funds for the Variable Contracts, the applicable Separate Accounts of Pacific Life and PL&A that own Class I shares of the Liquidating Fund 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). However, Pacific Life and PL&A would exercise voting rights attributable to any Class I shares of the Funds owned by it (directly or indirectly) in accordance with voting instructions received by owners of the Variable Contracts.
With respect to Class P shares of the Liquidating Fund. Because Class P shares of the Liquidating Fund are only available for investment by certain Allocation Funds, namely the Portfolio Optimization Portfolios and Diversified Alternatives Portfolio (and PLFA and certain of its affiliates), an Allocation Fund owning more than 25% of the Class P shares of the Liquidating Fund could be deemed to control the voting securities of Class P shares of the Liquidating Fund. However, the Allocation Funds would exercise voting rights attributable to any Class P shares of the Funds 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).
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. As a result of this proportional voting, a small number of Contract Owners may determine the outcome of a vote.
Contract Owners may revoke a previously submitted voting instruction proxy card at any time prior to its use by filing with PLIC or PL&A, as applicable, 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.
4
As
Class Name | Name and Address of | Amount and Nature of Beneficial Interest (Shares) | Percent of Class |
Class I | [ ] | [ ] | [ ] |
Class P | [ ] | [ ] | [ ]
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PLIC is a Nebraska 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 domiciled life insurance company and a subsidiary of PLIC. PLIC and PL&A’s principal offices are located at 700 Newport Center Drive, Newport Beach, CA 92660.
To the knowledge of the Trust, as of the Record Date, [no current Trustee owns 1% or more of the outstanding shares of the Liquidating Fund, and the officers and Trustees own, as a group, less than 1% of the shares of the Liquidating Fund.]
Annual and Semi-Annual Reports
The Trust’s annual report for the fiscal year ended December 31, 2018 and its semi-annual report for the period ended June 30, 2018, were previously sent to shareholders and are available online atwww.PacificLife.com/PacificSelectFund.htm. The annual report and the semi-annual report are available upon request without charge by contacting the Trust by:
Regular mail: | Pacific Select Fund, P.O. Box 7500, Newport Beach, CA 92660 | |||||||||||||||||||||||||||
Express mail: | Pacific Select Fund, 700 Newport Center Drive, Newport Beach, CA | |||||||||||||||||||||||||||
Telephone: | PLIC’s Annuity Contract Owners: 1-800-722-4448
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PLIC’s Insurance Policy Owners: 1-800-347-7787 (5 a.m. through 5 p.m. Pacific Time, Monday through Friday) | ||||||||||||||||||||||||||||
PL&A’s Annuity Contract Owners: 1-800-748-6907 (6 a.m. through 5 p.m. Pacific Time, Monday through Friday) | ||||||||||||||||||||||||||||
PL&A’s Life Insurance Policy Owners: 1-888-595-6997 (5 a.m. through 5 p.m. Pacific Time, Monday through Friday) |
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.
PLEASE:
□ | 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
□ | VOTE ON THE INTERNETBY LOGGING ONTOWWW.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 22, 2019. 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 MEETING ON APRIL 22, 2019AT 9:00 A.M. PACIFIC TIME AT 700 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA. |
/s/ Jane M. Guon | ||
Jane M. Guon | ||
Vice President & Secretary | ||
Pacific Select Fund
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[March 28, 2019]
APPENDIX A
PACIFIC SELECT FUND
GLOBAL ABSOLUTE RETURN PORTFOLIO
PLAN OF LIQUIDATION
The following Plan of Liquidation (“Plan”) of the Global Absolute Return Portfolio (the “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 of the Liquidating Fund (the “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 27, 2019, 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 several factors, including but not limited to the following:
(a) | Pacific Life Fund Advisors LLC
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(b) | The current and expected asset size of the Liquidating Fund; |
(c) | At the Liquidating Fund’s expected asset size, the Liquidating Fund’s sub-adviser has indicated that it would not be able to manage the Liquidating Fund in a manner consistent with its investment strategies; |
(d) | The Adviser’s recommendation to liquidate the Liquidating Fund; |
(e) | The terms and conditions of the proposed Plan; |
(f) | Any direct or indirect costs to be |
(g) | The costs specifically incurred as a result of the proposed Liquidation (other than brokerage and transaction fees incurred in connection with
A-4
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