EXHIBIT 99.5(p)
Portfolio Management Agreement
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this ___ day of ____, 1998 between Pacific Life Insurance
Company, ("Adviser"), a California corporation, and Salomon Brothers Asset
Management Inc, ("Portfolio Manager"), a Delaware corporation, and Pacific
Select Fund (the "Fund"), a Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
("SEC") as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate portfolios, with each such portfolio representing
interests in a separate portfolio; and
WHEREAS, the Fund currently offers multiple Portfolios, one of which is
designated as the Large-Cap Value Portfolio, such Portfolio together with any
other Portfolios subsequently established by the Fund, with respect to which the
Fund and Adviser desire to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the
"Portfolios"; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Portfolios pursuant to an Advisory Agreement, as amended, and
such Agreement authorizes the Adviser to engage Portfolio Manager to discharge
the Adviser's responsibilities with respect to the investment management of the
Portfolio, a copy of which has been provided to the Portfolio Manager and is
incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio Manager to
furnish investment advisory services to one or more Portfolios of the Fund, and
the Portfolio Manager is willing to furnish such services to such Portfolio and
the Adviser in the manner and on the terms hereinafter set forth; and
NOW THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Fund, the Adviser, and the
Portfolio Manager as follows:
1. Appointment. The Fund and the Adviser hereby appoint Portfolio Manager
-----------
to act as portfolio manager to the Large-Cap Value Portfolio ("the
Portfolio") for the periods and on the terms set forth in this Agreement.
The Portfolio Manager
accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more portfolios other than the Portfolio,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Fund and Adviser
in writing, whereupon such portfolio shall become a Portfolio hereunder, and be
subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's Board
-------------------------
of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the
composition of the assets of the Portfolio, including determination of
the purchase, retention, or sale of the securities, cash, and other
investments, including futures contracts and options thereon, for the
Portfolio. The Portfolio Manager will provide investment research and
analysis, which may consist of computerized investment methodology, and
will conduct a continuous program of evaluation, investment, sales, and
reinvestment of the Portfolio's assets by determining the securities and
other investments that shall be purchased, entered into, sold, closed, or
exchanged for the Portfolio, when these transactions should be executed,
and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such
services on behalf of the Portfolio. To the extent permitted by the
investment policies of the Portfolio, the Portfolio Manager shall make
decisions for the Portfolio as to foreign currency matters and make
determinations as to the retention or disposition of foreign currencies
or securities or other instruments denominated in foreign currencies, or
derivative instruments based upon foreign currencies, including forward
foreign currency contracts and options and futures on foreign currencies
and shall execute and perform the same on behalf of the Portfolio. The
Portfolio Manager is authorized to exercise tender offers, exchange
offers and to vote proxies on behalf of the Fund, each as the Portfolio
Manager determines is in the best interest of the Fund. In performing
these duties, the Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code
and (2) manage the Portfolio so as to ensure compliance by the
Portfolio with the diversification requirements of Section 817(h) of
the Internal Revenue Code of 1986 as amended (the "Code") and
Regulations issued thereunder. The Adviser will notify the Portfolio
Manager of any amendments to Section 817(h) of the Internal Revenue
Code and Regulations issued thereunder. In managing the Portfolio in
accordance with these requirements, the Portfolio Manager shall be
entitled to receive and act upon advice of counsel to the Fund,
counsel to the Adviser, or counsel to the Portfolio Manager that is
also acceptable to the Adviser.
(b) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any
no-action letters and exemptive orders which have been granted by the SEC
to the Fund, the Adviser or the Portfolio Manager and which have been
delivered to Portfolio Manager), (2) with all other applicable federal and
state laws and regulations pertaining to investment vehicles underlying
variable annuity and/or variable life insurance contracts, (3) with any
applicable procedures, policies and guidelines adopted by the Fund's Board
of Trustees, (4) with the Portfolio's objectives, investment policies and
investment restrictions as stated in the Fund's Prospectus and Statement of
Additional Information, and (5) with the provisions of the Fund's
Registration Statement filed on Form N-1A under the Securities Act of 1933
(the "1933 Act") and the 1940 Act, as supplemented or amended from time to
time. Until the Adviser delivers any supplements or amendments, to the
Portfolio Manager, the Portfolio Manager shall be fully protected in
relying on the Fund's Registration Statement previously furnished to the
Portfolio Manager by the Adviser.
(c) Will: (I) use its best efforts to identify each position in the Portfolio
that constitutes stock in a Passive Foreign Investment Company ("PFIC"), as
that term is defined in Section 1296 of the Code, and (ii) make such
determinations and inform the Adviser at least annually, (or more often and
by such date(s) as the Adviser shall request), of any stock in a PFIC.
(d) Is responsible, in connection with its responsibilities under this Section
2, for decisions to buy and sell securities and other investments for the
Portfolio, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio
Manager's primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Portfolio, taking
into account the factors specified in the Prospectus and Statement of
Additional Information for the Fund, as they may be amended or supplemented
from time to time. Subject to such policies as the Board of Trustees may
determine and consistent with Section 28(e) of the Securities Exchange Act
of 1934, the Portfolio Manager shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused the Portfolio to pay a broker or dealer
including a broker or dealer affiliated with the Portfolio Manager, acting
as agent, for effecting a portfolio transaction at a price in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction, if the Portfolio Manager determines in good
faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the
Portfolio Manager's (or its affiliates) overall responsibilities with
respect to the Portfolio and to its other clients as to which it exercises
investment
discretion. To the extent consistent with these standards, and in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and
Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the 1940 Act, the Portfolio Manager
is further authorized to place orders on behalf of the Portfolio through
the Portfolio Manager if the Portfolio Manager is registered as a broker or
dealer with the SEC or as a FCM with the Commodities Futures Trading
Commission ("CFTC"), to any of its affiliates that are brokers or dealers
or FCMs or such other entities which provide similar services in foreign
countries, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Portfolio or
the Portfolio Manager. Such allocation shall be in such amounts and
proportions as the Portfolio Manager shall determine consistent with the
above standards, and, upon request, the Portfolio Manager will report on
said allocation to the Adviser and Board of Trustees of the Fund,
indicating the brokers, dealers or FCMs to which such allocations have been
made and the basis therefor.
(e) May, on occasions when the purchase or sale of a security is deemed to be
in the best interest of a Portfolio as well as any other investment
advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be
so sold or purchased with those of its other clients where such aggregation
is not inconsistent with the policies set forth in the Fund's Registration
Statement. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
the Portfolio Manager in a manner that is fair and equitable in the
judgment of the Portfolio Manager in the exercise of its fiduciary
obligations to the Fund and to such other clients.
(f) Will, in connection with the purchase and sale of securities for the
Portfolio, together with the Adviser, arrange for the transmission to the
custodian and recordkeeping agent for the Fund, on a daily basis, such
confirmation(s), trade tickets, and other documents and information,
including, but not limited to, Cusip, Sedol, or other numbers that identify
securities to be purchased or sold on behalf of the Portfolio, as may be
reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect
to the Portfolio, and with respect to portfolio securities to be purchased
or sold through the Depository Trust Company, will arrange for the
automatic transmission of the confirmation of such trades to the Fund's
custodian, and recordkeeping agent, and, if required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for the Fund in
determining or confirming, consistent with the procedures and policies
stated in the Registration Statement for the Fund, the value of any
portfolio securities or other assets of the Portfolio for which the
custodian and recordkeeping agent seeks assistance from the Portfolio
Manager or identifies for review by the Portfolio Manager.
(h) Will make available to the Fund and the Adviser promptly upon request, any
of the Portfolio's investment records and ledgers maintained by the
Portfolio Manager (which shall not include the records and ledgers
maintained by the custodian and recordkeeping agent for the Fund), as are
necessary to assist the Fund and the Adviser to comply with requirements of
the 1940 Act and the Advisers Act, as well as other applicable laws, and
will furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Fund are
being conducted in a manner consistent with applicable laws and
regulations.
(i) Will regularly report to the Fund's Board of Trustees on the investment
program for the Portfolio and the issuers and securities represented in the
Portfolio's portfolio, and will furnish the Fund's Board of Trustees with
respect to the portfolio such periodic and special reports as the Trustees
and the Adviser may reasonably request, including, but not limited to, the
monthly compliance checklist, monthly tax compliance worksheet, reports
regarding compliance with the Fund's procedures pursuant to Rules 17e-1,
17a-7, 10f-3 and 12d3-1 under the Investment Company Act of 1940,
fundamental investment restrictions, procedures for opening brokerage
accounts and commodity trading accounts, liquidity determination of
securities purchased pursuant to Rule 144A AND 4(2) commercial paper, and
compliance with the Portfolio Manager's Code of Ethics, and such other
procedures or requirements that the Adviser may reasonably request from
time to time.
(j) Will not disclose or use any records or information obtained pursuant to
this Agreement (excluding investment research and investment advice) in
any manner whatsoever except as expressly authorized in this Agreement or
in the ordinary course of business in connection with placing orders for
the purchase and sale of securities or obtaining investment licenses in
various countries or the opening of custody accounts and dealing with
settlement agents in various countries, and will keep confidential any
information obtained pursuant to the Agreement, and disclose such
information only if the Board of Trustees of the Fund has authorized such
disclosure, or if such disclosure is required by applicable federal or
state law or regulations or regulatory authorities having the requisite
authority. The Fund and the Adviser will not disclose or use any records
or information respecting the Portfolio Manager obtained pursuant to this
Agreement in any manner whatsoever except as expressly authorized in this
Agreement, and will keep confidential any information obtained
pursuant to this Agreement, and disclose such information only as
expressly authorized in this Agreement, if the Board of Trustees of the
Fund has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities
having the requisite authority.
(k) Shall not permit any employee of the Portfolio Manager to have any
material connection with the handling of the Portfolio if, to the
knowledge of the Portfolio Manager after reasonable inquiry, such
employee has:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman, or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
security.
(l) Shall provide to Adviser a copy of Portfolio Manager's Form ADV as filed
with the Securities and Exchange Commission and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to custodians of Fund assets for the Portfolio.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed the
----------------------------------
current Registration Statement for the Fund filed with the SEC and
represents and warrants that, with respect to the disclosure about the
Portfolio Manager or information relating, directly or indirectly, to the
Portfolio Manager, such Registration Statement contains, as of the date
hereof, no untrue statement of any material fact and does not omit any
statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein
not misleading. The Adviser has received a current copy of the Portfolio
Manager's Uniform Application for Investment Adviser Registration on Form
ADV, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager will
--------
pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager
shall not be responsible for any of the following:
(a) Expenses of all audits by the Fund's independent public accountants;
(b) Expenses of the Fund's transfer agent, registrar, dividend disbursing
agent, and shareholder recordkeeping services;
(c) Expenses of the Fund's custodial services including recordkeeping
services provided by the custodian;
(d) Expenses of the Fund's recordkeeping services provided by the
recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of the
Portfolio's net assets;
(f) Expenses of obtaining portfolio activity reports for each Portfolio;
(g) Expenses of maintaining the Fund's tax records;
(h) Salaries and other compensation of any of the Fund's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Portfolio Manager or its
subsidiaries or affiliates (except that the Adviser, or any of its
subsidiaries or affiliates, shall bear the expense with respect to
executive officers and employees, if any, who are officers, directors,
stockholders or employees of the Adviser or of its subsidiaries or
affiliates);
(i) Taxes, if any, levied against the Fund or any of its Portfolios;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolio;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders, the
preparation and mailings of proxy statements, prospectuses, statements
of additional information and reports of the Fund to its shareholders,
the filing of reports with regulatory bodies, the maintenance of the
Fund's
existence, and the registration of shares with federal and state
securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for
sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any
affiliate thereof (except that the Adviser shall bear the expense of
any trustee who is an officer, employee, or stockholder of the Adviser
or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940 Act, or
other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims
and the legal obligations of the Fund to indemnify its trustees,
officers, employees, shareholders, distributors, and agents with
respect thereto (unless Portfolio Manager is responsible for such
expenses under Section 14 of this Agreement); and
(s) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
------------
Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to
this Agreement. This fee will be computed and accrued daily and payable
monthly. These fees for services shall be prorated for any portion of a
year in which the Agreement is not effective.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
----------
responsible for providing money for the initial capitalization of any
Portfolio.
7. Compliance.
----------
(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Fund in the event (I) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions
or operations; suspended or revoked its registration as an investment
adviser; or has
commenced proceedings or an investigation that can reasonably be
expected to result in any of these actions, (ii) upon having a
reasonable basis for believing that a Portfolio has ceased to qualify
or might not qualify as a regulated investment company under
Subchapter M of the Code, and (iii) upon having a reasonable basis for
believing that the Portfolio has ceased to comply with the
diversification provisions of Section 817(h) of the Code or the
Regulations thereunder. The Portfolio Manager further agrees to notify
the Adviser and the Fund immediately of any material fact known to the
Portfolio Manager respecting or relating to the Portfolio Manager that
is not contained in the Registration Statement or prospectus for the
Fund, or any amendment or supplement thereto, or of any statement
contained therein that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (I) that the SEC has censured the Adviser or the
Fund; placed limitations upon either of their activities, functions,
or operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings or an investigation
that may result in any of these actions, (ii) upon having a reasonable
basis for believing that a Portfolio has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of
the Code, and (iii) upon having a reasonable basis for believing that
the Portfolio has ceased to comply with the diversification provisions
of Section 817(h) of the Code or the Regulations thereunder.
8. Independent Contractor. The Portfolio Manager shall for all purposes
----------------------
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time
to time, have no authority to act for or represent the Adviser in any way
or otherwise be deemed its agent. The Portfolio Manager understands that
unless provided herein or authorized from time to time by the Fund, the
Portfolio Manager shall have no authority to act for or represent the Fund
in any way or otherwise be deemed the Fund's Agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3 under
-----------------
the 1940 Act, the Portfolio Manager hereby agrees that all records which it
maintains for the Portfolio are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's or
the Adviser's request, although the Portfolio Manager may, at its own
expense, make and retain a copy of such records. The Portfolio Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act and to preserve the records required by Rule 204-2 under the
Advisers Act for the period specified in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with each
-----------
other party and with all appropriate governmental authorities having the
requisite
jurisdiction (including, but not limited to, the SEC and state insurance
authorities) in connection with any investigation or inquiry relating to
this Agreement or the Fund.
11. Responsibility and Control. Notwithstanding any other provision of this
--------------------------
Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions
performed pursuant to this Agreement and reserves the right to direct,
approve or disapprove any action hereunder taken on its behalf by the
Portfolio Manager.
12. Services Not Exclusive. It is understood that the services of the
----------------------
Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or its affiliates) from providing similar
services to other clients, including investment companies (whether or not
their investment objectives and policies are similar to those of the
Portfolio) or from engaging in other activities.
13. Liability. Except as provided in Section 14 and as may otherwise be
---------
required by the 1940 Act or the rules thereunder or other applicable law,
the Fund and the Adviser agree that the Portfolio Manager, any affiliated
person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated
person") of the Portfolio Manager, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Portfolio Manager shall not be liable for, or subject to any damages,
expenses, or losses in connection with, any act or omission connected with
or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Portfolio Manager's duties, or by reason of reckless
disregard of the Portfolio Manager's obligations and duties under this
Agreement.
14. Indemnification.
---------------
(a) The Portfolio Manager agrees to indemnify and hold harmless, the
Adviser, any affiliated person of the Adviser, and each controlling
person, if any, who, controls the Adviser (collectively, "PL
Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses), to
which the Adviser or such affiliated person or controlling person may
become subject under the 1933 Act, 1940 Act, the Advisers Act, under
any other statute, at common law or otherwise, arising out of the
Portfolio Manager's responsibilities to the Trust which (I) may be
based upon any willful misfeasance, bad faith, or gross negligence of,
or by reckless disregard of, the Portfolio Manager's obligations
and/or duties under this Agreement by the Portfolio Managers or by any
of its directors, officers or employees, or any affiliate acting on
behalf of the Portfolio Manager (other than a PL Indemnified Person),
or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or
prospectus covering
the Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such a statement or
omission was made in reliance upon information furnished in writing to
the Adviser, the Trust, or any affiliated person of the Trust by the
Portfolio Manager or any affiliated person of the Portfolio Manager
(other than a PL Indemnified Person); provided, however, that in no
case is the Portfolio Manager's indemnity in favor of the PL
Indemnified Person deemed to protect such person against any liability
to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of his duties, or by reason of his reckless disregard of obligation
and duties under this Agreement.
(b) The Adviser agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person of the Portfolio Manager and each
controlling person, if any, who, controls the Portfolio Manager
(collectively, "Portfolio Manager Indemnified Persons") against any
and all losses, claims, damages, liabilities or litigation (including
legal and other expenses) to which a Portfolio Manager Indemnified
Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise,
arising out of the Adviser's responsibilities as adviser of the Fund
or out of this Agreement which (I) may be based upon any willful
misfeasance, bad faith or gross negligence by the Adviser, any of its
employees or any affiliate acting on behalf of the Adviser (other than
a Portfolio Manager Indemnified Person) or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or prospectus covering Shares
of the Fund or any Portfolio, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement therein not misleading, unless such statement or
omission was made in reliance upon written information furnished to
the Fund or the Adviser or any affiliated person of the Adviser by a
Portfolio Manager Indemnified Person (other than an Adviser
Indemnified Person); provided however, that in no case is the
indemnity of the Adviser in favor of the Portfolio Manager Indemnified
Persons deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and
duties under this Agreement.
15. Duration and Termination. This Agreement shall become effective as of the
------------------------
date of execution first written above, and shall continue in effect for two
years from such date and continue thereafter on an annual basis with
respect to the Portfolio; provided that such annual continuance is
specifically approved at least annually
(a) by the vote of a majority of the Board of Trustees of the Fund, or (b)
by the vote of a majority (as defined under the 0000 Xxx) of the
outstanding voting shares of each Portfolio, and provided that continuance
is also approved by the vote of a majority of the Board of Trustees of the
Fund who are not parties to this Agreement or "interested persons" (as such
term is defined in the 0000 Xxx) of the Fund, the Adviser, or the Portfolio
Manager, cast in person at a meeting called for the purpose of voting on
such approval. This Agreement may not be materially amended without a
majority vote of the outstanding shares (as defined in the 0000 Xxx) of the
Portfolio. This Agreement may be terminated:
(a) by the Fund at any time with respect to the services provided by the
Portfolio Manager, without the payment of any penalty, forfeiture,
compulsory buyout amount, or performance of any other obligation which
could deter termination, by vote of a majority of the entire Board of
Trustees of the Fund or by a vote of a majority of the outstanding
voting shares of the Fund or, with respect to a particular Portfolio,
by vote of a majority of the outstanding voting shares of such
Portfolio, on 60 days' written notice to the Portfolio Manager and the
Adviser;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, forfeiture, compulsory buyout amount or performance of any
other obligation which could deter termination, upon 60 days' written
notice to the Adviser and the Fund.
(c) by the Adviser at any time, without the payment of any penalty,
forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination, upon 60 days' written notice
to the Portfolio Manager and the Fund.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of a particular Portfolio shall
be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (b) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Fund, unless such approval shall be required by any other
applicable law or otherwise. In the event of termination for any reason, all
records of the Portfolio shall promptly be returned to the Adviser or the Fund,
free from any claim or retention of rights in such record by the Portfolio
Manager, although the Portfolio Manager may, at its own expense, make and retain
a copy of such records. This Agreement will terminate automatically in event of
its assignment (as that term is defined in the 1940 Act), but shall not
terminate in connection with any transaction not deemed an assignment within the
meaning of Rules 2a-6 under the 1940 Act, or any other rule adopted by the SEC
regarding transactions not deemed to be assignments. In the event this Agreement
is terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 2(h), 2(j), 9, 10, 11, 13, 14 and 16 of this Agreement as
well as any applicable provision of this Paragraph numbered 15 shall remain in
effect.
16. Use of Name.
-----------
(a) It is understood that the name "Pacific Life Insurance Company" or
"Pacific Life", or "Pacific Select Fund" or any derivative thereof or
logo associated with that name is the valuable property of the Adviser
and its affiliates, and that the Portfolio Manager has the right to
use such name (or derivative or logo) only with the approval of the
Adviser and only so long as the Adviser is an investment adviser to
the Fund and/or the Portfolio. Upon termination of the Investment
Advisory Agreement between the Fund and the Adviser, the Portfolio
Manager shall forthwith cease to use such name (or derivative or
logo).
(b) It is understood that the name "Salomon Brothers Asset Management" or
"SBAM" or any derivative thereof or logo associated with that name is
the valuable property of the Portfolio Manager and that the Adviser
has the right to use such name (or derivative or logo), in offering
materials of the Fund and/or Portfolio with the approval of the
Portfolio Manager and for so long as the Portfolio Manager is a
Portfolio Manager to the Fund and/or the Portfolio. Upon termination
of this Agreement between the Fund, the Adviser and the Portfolio
Manager, the Fund and the Adviser shall forthwith cease to use such
name (or derivative or logo).
(c) Neither the Fund nor the Advisers shall use the Portfolio Manager's
name (or that of any affiliate, including the name "Salomon Brothers
Asset Management") in promotional or sales related materials prepared
by or on behalf of the Adviser or the Fund, without prior review and
approval by the Portfolio Manager, which may not be unreasonably
withheld.
17. Limitation of Liability. A copy of the Amended and Restated Agreement and
-----------------------
Declaration of Trust for the Fund is on file with the Secretary of the
Commonwealth of Massachusetts. The Agreement and Declaration of Trust has
been executed on behalf of the Trust by a Trustee of the Trust in his
capacity as Trustee of the Trust and not individually. The obligations of
this Agreement shall be binding upon the assets and property of the Fund
and shall not be binding upon any Trustee, officer, employee, agent or
shareholder, whether past, present, or future, of the Fund individually.
18. Miscellaneous.
-------------
(a) This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder.
(b) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(c) To the extent permitted under Section 15 of this Agreement, this
Agreement may only be assigned by any party with prior written consent
of the other parties.
(d) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any party hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
(e) This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, and all such counterparts shall
together constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first written above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Xxxxxx X. Milfs By: /s/ Xxxxxx X. Xxxxxx
------------------------------- ------------------------------
Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
SALOMON BROTHERS ASSET MANAGEMENT INC
Attest: /s/ Xxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------------- -------------------------------
Title: Vice President Title: President
PACIFIC SELECT FUND
Attest: /s/ Xxxxxx X. Milfs By: /s/ Xxxxxx X. Xxxxxx
------------------------------- ------------------------------
Title: Secretary Title: Chairman of the Board,
Trustee and President
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Large-Cap Value Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the average
daily net assets of the Large-Cap Value Portfolio at an annual rate equal to:
.45% on the first $100 million
.40% on the next $100 million
.35% on the next $200 million
.30% on the next $350 million
.25% on the next $250 million
.20% on excess
