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BALFOUR BEATTY INFRASTRUCTURE INVESTMENTS FUND

Johnston IA 0. Fairfield IA 0. Mason City IA 0. Wulfekuhle Renewable Energy Controls, L. Goedken Ag, LLC. Spaw Specialized LLC. Black Dog Soap Co. Nautic Estates, LLC. Wulfekuhle Properties, L. Hobbs Hickory Ridge, L. White's Pork, L. Rooney Opportunities, LLC. Hike Fitness, LLC. Buck Creek Constr. Deters Trucking, L. Freiburger Construction, L. Maquoketa Valley Dollars for Scholars, Inc. Lifecycle Wellness, L. Buliceks Landing, Inc.

Bd Financial Services, L. Burlage Development, L. Miss Daisy, Inc. Thought Bubble Development, L. Scac Enterprises, LLC. Milestone International, LLC. White's Acres, LLC. Diamond Floors, LLC. O'connell Farm, L. Deer Run Lane Association. Wall Farms, LLC. Wall Enterprises, LLC. Maquoketa Valley Alliance. Aurora Dawn, LLC. White's Hidden Valley, L. Goldfinger Network, LLC. Wulfekuhle Electric, L. Reth Trucking, Inc. Affinity House of Blackhawk County, Inc. Genetic Choice Services, Inc.

Hartwick Marina, Inc. Dak Pork, L. Granite Investments, LLC. Paul Roussell, L. Jbbj Morris Investments, L. Schmitz Properties, L. Jd Companies, L. Hickory Hollow Property Owners Association. O'connell Transport, L. B and B Sports, Inc. If the Plan of Substitution is approved, each shareholder of the Liquidating Portfolio will beneficially own, immediately after the Substitution, a number of shares of the Replacement Portfolio having the same value as the value of the shares of the Liquidating Portfolio beneficially owned by that shareholder immediately prior to the Substitution.

Until the date of the Substitution, shareholders of the Liquidating Portfolio will continue to be able to redeem or exchange their shares. Purchase and redemption requests for the Liquidating Portfolio received after the Substitution will be treated as requests for the purchase or redemption of shares of the Replacement Portfolio.

Following the Substitution, the Liquidating Portfolio will hold no assets and be dissolved. Rationale for the Plan of Substitution. The Plan of Substitution is being proposed to provide Contract Owners with another money market investment option, the Replacement Portfolio, once the Liquidating Portfolio is liquidated.

Rationale for Selection of the Replacement Portfolio. The Replacement Portfolio was selected by Pacific Life to correspond closely to the investment objective, style and risks of the Liquidating Portfolio. The Replacement Portfolio has had better long-term performance than the Liquidating Portfolio.

In addition, although the current effective rate of the management fee of the Replacement Portfolio is 0. Expenses of the Liquidation and Substitution. The Liquidating Portfolio and Replacement Portfolio will bear any brokerage fees and other transaction costs associated with the sale of portfolio holdings of the Liquidating Portfolio prior to the Liquidation as a result of the Liquidation, and any brokerage fees and other transaction costs associated with the purchase of portfolio holdings by the Replacement Portfolio as a result of the Substitution.

Implementation of the Plan of Substitution will not cause the Contract Owners who invest in the Liquidating Portfolio or the Replacement Portfolio to recognize any gain or loss for Federal income tax purposes from the transactions contemplated by the Plan of Substitution. Potential Benefits to the Adviser and its affiliates.

In that regard, it should be noted that an affiliate of Pacific Life will be paid by the distributor of the Replacement Portfolio which is an affiliate of Fidelity up to 0. Currently, the Liquidating Portfolio pays up to 0. In addition, the transfer agent for the Replacement Portfolio, which is an affiliate of Fidelity, 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. Comparison of the Liquidating Portfolio and the Replacement Portfolio. Future Allocation of Premiums will be treated as orders for the Replacement Portfolio.

Once the Substitution is approved and completed, Pacific Life has advised the Trust that all orders associated with new premiums or transfers, purchases and redemptions to the Liquidating Portfolio will be deemed a request for the purchase or redemption of shares of the Replacement Portfolio. Purchases and Transfers into the Liquidating Portfolio. Transfers out of the Liquidating Portfolio. Pacific Life has informed the Trust that transfers out of the Liquidating Portfolio within 30 days prior to the Substitution and transfers out of the Replacement Portfolio within 30 days after the Substitution will not count as a transfer for purposes of transfer limitations under the Contracts.

Pacific Life has issued supplements to the prospectuses for its. Failure to Approve the Proposal. If shareholders of the Liquidating Portfolio do not approve the Plan of Substitution, neither the Plan of Substitution nor the Plan of Liquidation will be implemented. The Board would then meet to consider what, if any, steps to take with respect to the Liquidating Portfolio. Prior to the Liquidation and Substitution, certain holdings of the Liquidating Portfolio will be sold to facilitate the Liquidation.

Such sales may result in increased transaction costs for the Liquidating Portfolio. Brokerage fees and certain other transaction costs are part of the cost of the holdings purchased or sold and are not considered expenses of the Liquidation or Substitution. Total Annual. Operating Expenses. Principal Investment.

The Manager may sell a holding when it fails to perform as expected or when other opportunities appear more attractive. Instead, the NAV will change with the value of the investments in the Fund. Principal Risks. Government Securities Risk. Explanation of Principal Risks of the Liquidating Portfolio. Events in one market may adversely impact other markets.

Future events may impact a fund in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity. During a general downturn in the financial markets, multiple asset classes may decline in.

Governmental and regulatory actions, including tax law changes, may impair portfolio management and have unexpected consequences on particular markets, strategies, or investments. Explanation of Principal Risks of the Replacement Portfolio. Comparison of Portfolio Characteristics. Net Assets. Dollar-weighted average term to maturity. Weighted average life to maturity. Percent of Portfolio invested in:. Commercial Paper. Treasury Debt. Government Agency Debt.

Repurchase Agreements. Certificates of Deposit. Tier 1 holdings 4. Tier 2 holdings 5. Returns do not reflect fees and expenses of any Contract, and would be lower if they did. Past performance is not a guarantee of future results. Year-By-Year Total Returns. The bar chart shows the performance of Class I shares of the Liquidating Portfolio for each year during the last 10 calendar years.

Best quarterly performance during this period: 1st and 2nd quarters 1. Worst quarterly performance during this period: 1st quarter 0. The bar chart shows the performance of Service Class shares of the Replacement Portfolio for each year during the last 10 calendar years.

Worst quarterly performance during this period: 3 rd quarter ; 4 th quarter ; and all quarters 0. Cash Management Portfolio. Relative Performance. The following table shows, for the periods shown, the average annual total return for the Liquidating Portfolio, the Replacement Portfolio and the 3-Month T-Bill Index. An index has an inherent performance advantage over a portfolio since an index is fully invested and incurs no operating expenses.

An investor cannot invest directly in an index. Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value. Calendar Year Ended. Cash Management. Class I Shares. Products Money Market. Service Class Shares. Lynch U. T-Bill Index. Liquidating Portfolio. The management fee is calculated and paid to the Adviser every month. The annual management fee, as a percentage of daily net assets, is 0.

Replacement Portfolio. Fidelity Investments Money Management, Inc. The management fee is calculated and paid to FMR every month. The monthly management fee is calculated by adding a group fee to an income-related fee. The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0. For the fiscal year ended December 31, , the group fee rate was 0. FMR has voluntarily agreed to reimburse the Service Class shares of the Replacement Portfolio to the extent that total operating expenses excluding interest, taxes, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any , as a percentage of its average net assets exceeds the rate of 0.

This arrangement may be discontinued by FMR at any time. Solicitation of proxies. The principal solicitation will be by mail, but voting instructions also may be solicited by telephone, Internet or in person. AST Fund Solutions has been retained to assist with voting instruction activities including assembly and mailing of materials to Contract Owners and tallying the votes. All expenses incurred in connection with the preparation of this Proxy Statement and the solicitation of instructions will be paid by the Adviser.

Voting Rights. This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. Holders of shares of the Liquidating Portfolio are entitled to one vote for each share held, and a proportionate fraction of a vote for each fraction of a share held and those voting rights are being passed on to you as a Contract Owner. Shares have noncumulative voting rights. Contract Owners may vote by mail, telephone, Internet or in person.

Voting instructions must be received by p. Contract Owners may also vote by attending the Meeting. Shareholders and Contract Owners permitted to give instructions, and the number of shares for which such instruction may be given for purposes of voting at the meeting and any adjournments thereof, will be determined 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. 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. The Liquidating Portfolio must have a quorum to conduct its business at the Meeting. In the absence of a quorum, a majority of outstanding shares entitled to vote, present in person or by proxy, may adjourn the meeting from time to time until a quorum is present.

Shares held by shareholders present in person or represented by proxy at the meeting including Pacific Life 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 Pacific Life is the owner of record of all of the outstanding shares of the Liquidating Portfolio, it is anticipated that a quorum will be present at the meeting.

Therefore, this proxy has been sent only to Class I shareholders. Annual Reports. This report is available upon request without charge by contacting the Trust by:. 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. Shareholder Proposals. 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.

Each Subaccount invests in shares of an open-end management investment company registered under the Investment Company Act. The Existing Portfolio must have a quorum to conduct its business at the Meeting. Shares held by shareholders present in person or represented by proxy at the meeting including the Insurance Companies 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; and.

WHEREAS , the Trust has advised each Insurance Company that it will make the liquidation of the Existing Portfolio contingent upon approval by the affirmative vote of the holders of a majority of the outstanding voting securities of the Existing Portfolio of this Plan and any amendments in connection therewith;. The Plan shall become and be effective with respect to the Existing Portfolio only upon the adoption and approval of the Plan, at a meeting of shareholders called for the purpose of voting upon the Plan, by the affirmative vote of the holders of a majority of the outstanding voting securities as defined above of the Existing Portfolio.

The Trust shall provide each of the Contract Owners having an interest in shares of the Existing Portfolio held by the Separate Accounts with proxy materials containing all information necessary to make an informed judgment about the Plan.

Each Insurance Company, as one of the record owners of all of the issued and outstanding shares of the Existing Portfolio, shall vote its shares in accordance with the instructions received from its Contract Owners. Shares of the Existing Portfolio held by PLIC for its own account shall then be voted in the same proportion as the votes cast by all of its Separate Accounts in the aggregate.

The Substitution is subject to the following conditions:. Brokerage fees and certain other transaction costs associated with the sale of holdings of the Existing Portfolio prior to the Liquidation, whether or not in connection with the liquidation of the Existing Portfolio, and any brokerage fees and transaction costs associated with the purchase of portfolio holdings by the Substitute Portfolio as a result of the Substitution, are not considered expenses of the Substitution.

In the event that the Plan is not approved by the shareholders of the Existing Portfolio, this Plan shall not apply; and each Insurance Company shall notify all Contract Owners, in writing, that the Plan was not approved. Fixed Income Portfolios. Diversified Bond. Emerging Markets Debt. Floating Rate Income. Floating Rate Loan.

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