EXHIBIT 99.5(s)
Addendum to Portfolio Management Agreement
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 17th day of
January, 1989, and amended April 22, 1992 and October 18, 1994, between Pacific
Life Insurance Company ("Pacific Life"), a life insurance company domiciled in
California, Bankers Trust Company ("BTC", "Portfolio Manager"), and Pacific
Select Fund (the "Fund"), a Massachusetts Business Trust, is hereby amended as
set forth in this Addendum to the Portfolio Management Agreement, which is dated
as of ___________________, 1998.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as an open-end management investment company; and
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the Equity Index Portfolio (referred to as a "Series" in the
Agreement and hereinafter referred to as a "Portfolio"); and
WHEREAS, pursuant to the Agreement, Pacific Life and the Fund have
appointed BTC as Portfolio Manager to the Equity Index Portfolio and BTC has
accepted such appointment; and
WHEREAS, the Fund intends to establish an additional Portfolio to be
designated as the Small-Cap Index Portfolio ("the Portfolio"); and
WHEREAS, the Pacific Life and the Fund desire to appoint BTC as
Portfolio Manager to the Portfolio under the provisions set forth in the
Agreement and in this Addendum; and
WHEREAS, the Portfolio Manager is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the
Agreement, the Fund hereby appoints the Portfolio Manager to act as
Portfolio Manager with respect to the Small-Cap Index Portfolio which,
in addition to all other Portfolios previously established, shall be
deemed one of the Portfolios under the Agreement, subject to the terms
and conditions as specified in the Agreement, including section four
(4), "Compensation", as amended by this Addendum.
2. Section four (4) ("Compensation") of the Agreement is amended
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by replacing the first paragraph with the following language:
"4. Compensation. For the services provided, Pacific Life will
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pay a quarterly fee in advance to BTC, based on the combined average
daily net assets of the Portfolios at the beginning of each calendar
quarter, at an annual rate of .08% of the first $100 million of the
Portfolios' net assets, reduced to .04% on the next $100 million of
the Portfolios' net assets, and further reduced to .02% of the
Portfolios' net assets over $200 million. This fee is subject to a
minimum annual fee of $100,000 payable at the end of each calendar
year.
This Addendum shall take effect on _________________, 1998.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Xxxxxx X. Milfs By: /s/ Xxxxxx X. Xxxxxx
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Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
BANKERS TRUST COMPANY
Attest: By: /s/ Xxxxx Xxxxxxx
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Title: Title: Managing Director
PACIFIC SELECT FUND
Attest: /s/ Xxxxxx X. Milfs By: /s/ Xxxxxx X. Xxxxxx
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Title: Secretary Title: Chairman of the Board, Trustee
and President
