<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LETTERHEAD OF THOMAS C. SUTTON OF PACIFIC SELECT FUND]
November 12, 1996
Dear Shareholder:
We are pleased to enclose a Notice and Proxy Statement for the Special
Meeting of Shareholders (the "Meeting") of the following Portfolios
("Portfolios") of Pacific Select Fund (the "Fund"):
Managed Bond Portfolio Multi-Strategy Portfolio
Government Securities Portfolio Equity Portfolio
Aggressive Equity Portfolio Bond and Income Portfolio
Growth LT Portfolio Emerging Markets Portfolio
Equity Income Portfolio
The meeting is scheduled to be held at 2:00 p.m. Pacific Time on December
17, 1996 at 700 Newport Center Drive, Newport Beach, California 92660. Please
take the time to read the Proxy Statement and cast your vote, since it covers
matters that are important to the Fund and to you as a Shareholder.
At the Meeting, Shareholders of the Portfolios will be asked to approve
amendments to the agreements under which the Portfolio Managers of these
Portfolios provide their services as sub-advisers to Pacific Mutual Life
Insurance Company ("Pacific Mutual"). The amendments would decrease the fees
that Pacific Mutual as the Fund's Investment Adviser pays to each Portfolio
Manager. The fee paid by the Fund to Pacific Mutual would not change, and
Shareholders of the Portfolios would not bear any additional expense.
The Trustees have concluded that this proposal is in the best interests of
the Fund and its Shareholders and recommend that you vote FOR this proposal,
which is described in more detail in the enclosed Proxy Statement.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
/s/ THOMAS C. SUTTON
Thomas C. Sutton
<PAGE>
PACIFIC SELECT FUND
700 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1996
----------------
To the Shareholders of the Managed Bond Portfolio, the Government Securities
Portfolio, the Aggressive Equity Portfolio, the Growth LT Portfolio, the
Equity Income Portfolio, the Multi-Strategy Portfolio, the Equity Portfolio,
the Bond and Income Portfolio and the Emerging Markets Portfolio of the
Pacific Select Fund:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Managed Bond Portfolio, the Government Securities Portfolio,
the Aggressive Equity Portfolio, the Growth LT Portfolio, the Equity Income
Portfolio, the Multi-Strategy Portfolio, the Equity Portfolio, the Bond and
Income Portfolio and the Emerging Markets Portfolio of Pacific Select Fund
(the "Fund") will be held at 2:00 p.m. Pacific Time on December 17, 1996 at
700 Newport Center Drive, Newport Beach, California 92660 for the following
purposes:
I. To consider and vote on approval of the following:
A. (Managed Bond Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual Life Insurance
Company ("Pacific Mutual") and Pacific Investment Management Company
("PIMCO") for the Managed Bond Portfolio that decreases the portfolio
management fee paid by Pacific Mutual (and not the Managed Bond
Portfolio) to PIMCO, with no change in the fees payable by the Managed
Bond Portfolio to Pacific Mutual;
B. (Government Securities Portfolio only.) An addendum to the
Portfolio Management Agreement among the Fund, Pacific Mutual and PIMCO
for the Government Securities Portfolio that decreases the portfolio
management fee paid by Pacific Mutual (and not the Government
Securities Portfolio) to PIMCO, with no change in the fees payable by
the Government Securities Portfolio to Pacific Mutual;
C. (Aggressive Equity Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and Columbus Circle
Investors ("CCI") for the Aggressive Equity Portfolio that decreases
the portfolio management fee paid by Pacific Mutual (and not the
Aggressive Equity Portfolio) to CCI, with no change in the fees payable
by the Aggressive Equity Portfolio to Pacific Mutual;
D. (Growth LT Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and Janus Capital
Corporation ("Janus") for the Growth LT Portfolio that decreases the
portfolio management fee paid by Pacific Mutual (and not the Growth LT
Portfolio) to Janus, with no change in the fees payable by the Growth
LT Portfolio to Pacific Mutual;
E. (Equity Income Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and J.P. Morgan
Investment Management Inc. ("J.P. Morgan Investment") or the Equity
Income Portfolio that decreases the portfolio management fee paid by
Pacific Mutual (and not the Equity Income Portfolio) to J.P. Morgan
Investment, with no change in the fees payable by the Equity Income
Portfolio to Pacific Mutual;
F. (Multi-Strategy Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and J.P. Morgan
Investment for the Multi-Strategy Portfolio that decreases the
portfolio management fee paid by Pacific Mutual (and not the Multi-
Strategy Portfolio) to J.P. Morgan Investment, with no change in the
fees payable by the Multi-Strategy Portfolio to Pacific Mutual;
<PAGE>
G. (Equity Portfolio only.) An addendum to the Portfolio Management
Agreement among the Fund, Pacific Mutual and Greenwich Street Advisors,
a division of Smith Barney Mutual Funds Management Inc., ("Greenwich")
for the Equity Portfolio that decreases the portfolio management fee
paid by Pacific Mutual (and not the Equity Portfolio) to Greenwich,
with no change in the fees payable by the Equity Portfolio to Pacific
Mutual;
H. (Bond and Income Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and Greenwich for
the Bond and Income Portfolio that decreases the portfolio management
fee paid by Pacific Mutual (and not the Bond and Income Portfolio) to
Greenwich, with no change in the fees payable by the Bond and Income
Portfolio to Pacific Mutual; and
I. (Emerging Markets Portfolio only.) An addendum to the Portfolio
Management Agreement among the Fund, Pacific Mutual and Blairlogie
Capital Management ("Blairlogie") for the Emerging Markets Portfolio
that decreases the portfolio management fee paid by Pacific Mutual (and
not the Emerging Markets Portfolio) to Blairlogie, with no change in
the fees payable by the Emerging Markets Portfolio to Pacific Mutual.
II. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on October 24, 1996,
as the record date for determining shareholders entitled to notice of and to
vote at the Meeting and any adjournment thereof.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting are requested to complete, sign, and return the
enclosed proxy promptly. The enclosed proxy is being solicited by the Board of
Trustees of the Fund.
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE FILL IN, SIGN, AND MAIL THE PROXY IN THE ENVELOPE
PROVIDED.
By Order of the Board of Trustees
By:
Audrey L. Milfs, Secretary
Newport Beach, California
November 12, 1996
<PAGE>
PACIFIC SELECT FUND
700 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1996
----------------
PROXY STATEMENT
----------------
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Pacific Select Fund (the "Fund") for use at a
Special Meeting of Shareholders of the Fund to be held at 2:00 p.m. Pacific
Time on December 17, 1996 at 700 Newport Center Drive, Newport Beach,
California 92660, and at any adjournment thereof.
The date of the first mailing of this proxy statement will be on or about
November 12, 1996. Shares represented by timely and properly executed proxies
will be voted as specified. Executed proxies that are unmarked will be voted
in favor of the proposals set forth in the attached Notice of Meeting. A proxy
may be revoked at any time prior to its exercise by written notice, by
execution of a subsequent proxy, or by attending the Meeting and voting in
person.
Approval of each of Proposals A through I of Proposal I requires a vote of
67% or more of the shares of the pertinent Portfolio present at the Meeting,
if the holders of more than 50% of the outstanding shares are present or
represented by proxy at the meeting, or the vote of more than 50% of the
outstanding shares of the Portfolio, whichever is less ("Majority Vote").
Shares held by Shareholders present in person or represented by proxy at the
Meeting will be counted both for the purpose of determining the presence of a
quorum and for calculating the votes cast on the issues before the Meeting. An
abstention on a particular vote by a Shareholder, either by proxy or by vote
in person at the Meeting, has the same effect as a negative vote.
The costs of the Meeting, including the solicitation of proxies, will be
paid by Pacific Mutual Life Insurance Company ("Pacific Mutual"), the Fund's
Investment Adviser. The solicitation of proxies will be by mail. In addition
to solicitation of proxies by mail, proxies may also be solicited by
telephone, telegraph or personal interview conducted by officers of the Fund,
or by proxy solicitation firms retained by the Fund.
In the event that a sufficient number of votes to approve one or more of the
proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of voting
instructions, or for any other purpose. Any adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy.
The shares of the Fund are offered as an investment medium for variable life
insurance policies and variable annuity contracts (collectively, "Variable
Contracts") issued or administered by Pacific Mutual or its subsidiary,
Pacific Corinthian Life Insurance Company ("Pacific Corinthian") and funded by
separate accounts of Pacific Mutual and Pacific Corinthian, respectively. As
of the close of business on October 24, 1996, the record date for the Meeting
of Shareholders ("Record Date"), the Shareholders of the Fund were Pacific
Mutual and its separate accounts, Pacific Corinthians separate account, and
subsidiaries of Pacific Mutual.
<PAGE>
The indicated number of shares of beneficial interest of each of the
following Portfolios of the Fund were outstanding at the close of business on
the Record Date:
<TABLE>
<CAPTION>
PORTFOLIO NUMBER OF SHARES
--------- ----------------
<S> <C>
Managed Bond........................................... 20,894,142.453
Government Securities.................................. 8,606,606.117
Aggressive Equity...................................... 3,339,852.028
Growth LT.............................................. 23,625,835.941
Equity Income.......................................... 19,305,207.437
Multi-Strategy......................................... 13,812,641.647
Equity................................................. 9,154,706.783
Bond and Income........................................ 6,299,310.604
Emerging Markets....................................... 3,366,350.444
</TABLE>
Shares of each Portfolio have equal rights and privileges with all other
shares of that Portfolio. Shares of each Portfolio entitle their holders to
one vote per share, with proportional voting for fractional shares.
Proposals I(A) through I(I), relating to the approval of the proposed
Addenda to the Portfolio Management Agreements (individually the "Addendum"
and collectively the "Addenda"), will be voted on separately by shareholders
of the following Portfolios: the Managed Bond Portfolio, Government Securities
Portfolio, Aggressive Equity Portfolio, Growth LT Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, Equity Portfolio, Bond and Income
Portfolio, and the Emerging Markets Portfolio (the "Voting Portfolios"). If
the Shareholders of a Voting Portfolio should fail to approve the applicable
Proposal, the Proposed Addendum would nevertheless be affected with respect to
a Voting Portfolio whose Shareholders have approved the applicable Proposal.
<TABLE>
<CAPTION>
PROPOSAL
TO APPROVE
PROPOSAL PROPOSAL PROPOSAL ADDENDUM PROPOSAL PROPOSAL
TO APPROVE TO APPROVE TO APPROVE TO TO APPROVE TO APPROVE
ADDENDUM ADDENDUM ADDENDUM PORTFOLIO ADDENDUM ADDENDUM
TO TO TO MANAGEMENT TO TO
PORTFOLIO PORTFOLIO PORTFOLIO AGREEMENT PORTFOLIO PORTFOLIO
MANAGEMENT MANAGEMENT MANAGEMENT AMONG THE MANAGEMENT MANAGEMENT
AGREEMENT AGREEMENT AGREEMENT FUND, AGREEMENT AGREEMENT
AMONG THE AMONG THE AMONG THE PACIFIC AMONG THE AMONG THE
FUND, FUND, FUND, MUTUAL AND FUND, FUND,
PACIFIC PACIFIC PACIFIC J.P. PACIFIC PACIFIC
MUTUAL AND MUTUAL AND MUTUAL AND MORGAN MUTUAL AND MUTUAL AND
NAME OF PORTFOLIO PIMCO CCI JANUS INVESTMENT GREENWICH BLAIRLOGIE
----------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Managed Bond............ X
Government Securities... X
Aggressive Equity....... X
Growth LT............... X
Equity Income........... X
Multi-Strategy.......... X
Equity.................. X
Bond and Income......... X
Emerging Markets........ X
</TABLE>
2
<PAGE>
PROPOSALS I(A)--I(I):
APPROVAL OF ADDENDA TO
THE PORTFOLIO MANAGEMENT AGREEMENTS
Pacific Mutual acts as Investment Adviser to each Portfolio of the Fund
pursuant to an Investment Advisory Agreement ("Advisory Agreement") between
the Fund and Pacific Mutual. As permitted by the Advisory Agreement, Pacific
Mutual has hired several Portfolio Managers, whose fees Pacific Mutual pays
out of its investment advisory fee.
At a meeting held on November 1, 1996 the Board of Trustees, including a
majority of the Independent Trustees, approved the terms of the proposed
Addenda to the current Portfolio Management Agreements (the "Current Portfolio
Management Agreements") among the Fund, Pacific Mutual, and several of the
Portfolio Managers, that would decrease the portfolio management fees payable
by Pacific Mutual to the Portfolio Managers for their services to the
Portfolios under the applicable Portfolio Management Agreements. Because
Pacific Mutual pays the portfolio management fees to the Portfolio Managers
out of the advisory fee that it receives from the Fund, the proposed decrease
in the portfolio management fees will have no effect on the total fees borne
by the Portfolios. Pacific Mutual will retain the difference in fees. Under
the proposed Addenda, the following Portfolio Managers would be paid a lower
fee than they are currently paid by Pacific Mutual (and not the Portfolios):
Pacific Investment Management Company ("PIMCO"), Portfolio Manager for the
Managed Bond Portfolio and the Government Securities Portfolio; Columbus
Circle Investors ("CCI"), Portfolio Manager for the Aggressive Equity
Portfolio; Janus Capital Corporation ("Janus"), Portfolio Manager for the
Growth LT Portfolio; J.P. Morgan Investment Management Inc. ("J.P. Morgan
Investment"), Portfolio Manager for the Equity Income Portfolio and the Multi-
Strategy Portfolio; Greenwich Street Advisors, a division of Smith Barney
Mutual Funds Management Inc. ("Greenwich"), Portfolio Manager for the Equity
Portfolio and the Bond and Income Portfolio; and Blairlogie Capital Management
("Blairlogie"), Portfolio Manager for the Emerging Markets Portfolio;
(collectively, the "Portfolio Managers").
COMPARISON OF THE CURRENT PORTFOLIO MANAGEMENT AGREEMENTS AND THE PORTFOLIO
MANAGEMENT AGREEMENTS AS AMENDED BY THE PROPOSED ADDENDA
The proposed Addenda would not change the Current Portfolio Management
Agreements other than to decrease the fees payable by Pacific Mutual to each
Portfolio Manager. Both the Current Portfolio Management Agreements and the
Portfolio Management Agreements as amended by the proposed Addenda (the
"Amended Portfolio Management Agreements") require each Portfolio Manager to
provide, subject to the supervision of the Board of Trustees and Pacific
Mutual, a continuous investment program for their respective Portfolios,
including investment research and management with respect to all securities
and investments and cash equivalents in the Portfolios. Each Portfolio Manager
is required to determine from time to time what securities and other
investments will be purchased, retained or sold by the Portfolio. Each
Portfolio Manager is required to provide the services under the Portfolio
Management Agreement in accordance with the relevant Portfolio's investment
objectives, policies and restrictions.
If approved, the Addenda will become effective on January 1, 1997, and the
Amended Portfolio Management Agreements will remain in force until December
31, 1997, and from year to year thereafter, subject to approval annually by
the Board of Trustees or by a Majority Vote of the outstanding shares of the
Portfolios of the Fund, and also, in either event, approval by a majority of
the Independent Trustees at a meeting called for the purpose of voting on such
approval. If the Shareholders of any one or more of the Voting Portfolios
should fail to approve the proposed Addenda, the current Portfolio Managers
may continue to serve as Portfolio Manager under the Current Portfolio
Management Agreements with respect to those Portfolios, and may serve as
Portfolio Manager under the Amended Portfolio Management Agreements with
respect to those Portfolios whose Shareholders approve the proposed Addenda.
3
<PAGE>
The proposed Addenda as approved by the Board of Trustees are now submitted
for approval by the Shareholders of the Voting Portfolios. Set forth below is
a description of the changes in the fee schedule that would result if the
proposed Addenda are approved. The forms of the Portfolio Management
Agreements and the proposed Addenda are attached hereto as follows:
<TABLE>
<CAPTION>
PORTFOLIO EXHIBIT
--------- -------
<S> <C>
Managed Bond................................................... A
Government Securities.......................................... A
Aggressive Equity.............................................. B
Growth LT...................................................... C
Equity Income.................................................. D
Multi-Strategy................................................. D
Equity......................................................... E
Bond and Income................................................ E
Emerging Markets............................................... F
</TABLE>
ALLOCATION OF FEES UNDER THE AMENDED PORTFOLIO MANAGEMENT AGREEMENTS
The proposed Addenda would not amend the Portfolio Management Agreements
other than to reduce the portfolio management fee payable by Pacific Mutual
(and not the Portfolios) to each Portfolio Manager. The total advisory fee
paid by the Fund to Pacific Mutual would be unchanged.
The following table summarizes (i) the fee paid to Pacific Mutual by the
Fund for its services under the Advisory Agreement, (ii) the fees paid to each
Portfolio Manager by Pacific Mutual for its services under the Current
Portfolio Management Agreement, and (iii) the proposed fee that each Portfolio
Manager would be paid under the proposed Addenda for their services under the
Amended Portfolio Management Agreement. All of these fees are accrued daily
and paid monthly, based on an annual percentage of the average daily net
assets of the Portfolios.
<TABLE>
<CAPTION>
ADVISORY
FEE TO CURRENT PROPOSED
PORTFOLIO PACIFIC PORTFOLIO PORTFOLIO
PORTFOLIO MANAGER MUTUAL MANAGEMENT FEE MANAGEMENT FEE
--------- --------- -------- -------------- --------------
<S> <C> <C> <C> <C>
Managed Bond PIMCO .60% Based on the assets of Based on the aggregate
---------
the Managed Bond assets of the Managed
Portfolio: Bond and Government
.50% on first $25 Securities Portfolios:
million, .375% on next .50% on first $25
$25 million, and .25% million, .375% on next
thereafter $25 million, and .25%
thereafter
Government Securities PIMCO .60% Based on the assets of Based on the aggregate
---------
the Government assets of the Managed
Securities Portfolio: Bond and Government
.50% on first $25 Securities Portfolios:
million, .375% on next .50% on first $25
$25 million, and .25% million, .375% on next
thereafter $25 million, and .25%
thereafter
Aggressive Equity CCI .80% .55% on first $100 .55% on first $100
million, .50% on next million, .50% on next
$250 million, and .45% $150 million, .45% on
thereafter next $250 million, and
.40% thereafter
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
ADVISORY
FEE TO CURRENT PROPOSED
PORTFOLIO PACIFIC PORTFOLIO PORTFOLIO
PORTFOLIO MANAGER MUTUAL MANAGEMENT FEE MANAGEMENT FEE
--------- --------- -------- -------------- --------------
<S> <C> <C> <C> <C>
Growth LT Janus .75% .60% on first $100 .55% on first $100
million, and .55% million, .50% on the
thereafter next $400 million, and
.45% thereafter
Equity Income J.P. .65% Based on the aggregate Based on the aggregate
Morgan --------- ---------
Investment assets of the Equity assets of the Equity
Income and Multi- Income and Multi-
Strategy Portfolios. Strategy Portfolios.
.45% on first $100 .45% on first $100
million, .40% on next million, .40% on next
$100 million .35% on $100 million, .35% on
next $200 million, and next $200 million, .30%
.30% thereafter on next $350 million,
and .20% thereafter
Multi-Strategy J.P. .65% Based on the aggregate Based on the aggregate
Morgan --------- ---------
Investment assets of the Equity assets of the Equity
Income and Multi- Income and Multi-
Strategy Portfolios. Strategy Portfolios.
.45% on first $100 .45% on first $100
million, .40% on next million, .40% on next
$100 million, .35% on $100 million, .35% on
next $200 million, and next $200 million, .30%
.30% thereafter on next $350 million,
and .20% thereafter
Equity Greenwich .65% .50% on first $500 Based on the aggregate
---------
million, .45% on next assets of the Equity and
$500 million, and .40% Bond and Income
thereafter Portfolios.
.45% on first $100
million, .40% on next
$100 million, .35% on
next $200 million, .30%
on next $600 million,
and .20% thereafter
Bond and Income Greenwich .60% .40% on first $500 Based on the aggregate
million, .35% on next ---------
$500 million, and .30% assets of the Equity and
thereafter Bond and Income
Portfolios.
.45% on first $100
million, .40% on next
$100 million, .35% on
next $200 million, .30%
on next $600 million,
and .20% thereafter
Emerging Markets Blairlogie 1.10% .85% on first $50 .85% on first $50
million, .75% on next million, .75% on next
$50 million, .70% on $50 million, .70% on
next $50 million, and next $50 million, .65%
.65% thereafter on next $50 million, and
.60% thereafter
</TABLE>
5
<PAGE>
The table below compares actual fees paid for each Portfolio to its
Portfolio Manager by Pacific Mutual under the Portfolio Management Agreement
during the year July 1, 1995 to June 30, 1996 of the Fund, except for the
Aggressive Equity and Emerging Markets Portfolio which is shown for the three
month period ended June 30, 1996, with the hypothetical fees that would have
been paid to each Portfolio Manager by Pacific Mutual under the Portfolio
Management Agreements if the proposed Addenda had been in effect during that
period:
PACIFIC SELECT FUND
FOR THE PERIOD FROM
JULY 1, 1995 THRU JUNE 30, 1996
<TABLE>
<CAPTION>
REDUCTION IN
PROPOSED
PORTFOLIO
MANAGEMENT FEES
FROM CURRENT
FEES RECEIVED PROPOSED % FEES PORTFOLIO FEES
--------------------- REDUCTION MANAGER WOULD -----------------
PORTFOLIO IN CURRENT HAVE RECEIVED
ADVISORY MANAGEMENT ADVISORY UNDER PROPOSED
FUND FEES FEES FEES REDUCTION DOLLARS PERCENT
---- ---------- ---------- ---------- -------------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Managed Bond............ $ 738,201 $ 402,048 0.0% $ 371,910 $ 30,138 7.5%
Government Securities... 356,660 239,814 0.0 176,202 63,612 26.5
---------- ---------- --- ---------- -------- ----
Subtotal.............. 1,094,861 641,862 0.0 548,112 93,750 14.6
Aggressive Equity....... 25,006 17,548 0.0 17,548 0* 0.0
Growth LT............... 1,579,365 1,211,223 0.0 1,105,657 105,566 8.7
Equity Income........... 1,346,148 814,687 0.0 814,687 0* 0.0
Multi-Strategy.......... 856,158 519,085 0.0 519,085 0* 0.0
---------- ---------- --- ---------- -------- ----
Subtotal.............. 2,202,306 1,333,772 0.0 1,333,772 0 0.0
Equity.................. 766,730 590,949 0.0 506,846 84,103 14.2
Bond & Income........... 330,619 220,695 0.0 236,608 (15,913) (7.2)
---------- ---------- --- ---------- -------- ----
Subtotal.............. 1,097,349 811,644 0.0 743,454 68,190 8.4
Emerging Markets........ 39,104 30,675 0.0 30,675 0* 0.0
---------- ---------- --- ---------- -------- ----
Total............... $6,037,991 $4,046,724 0.0% $3,779,218 $267,506 6.6%
========== ========== === ========== ======== ====
</TABLE>
- --------
* The portfolio management fees are not reduced because the proposed
reductions are triggered at higher asset levels.
6
<PAGE>
INFORMATION ABOUT THE PORTFOLIO MANAGERS
Pacific Investment Management Company
PIMCO (including its predecessor corporation) has been an investment manager
since 1971. As of year-end 1995, PIMCO had approximately $76.9 billion in
assets under management. PIMCO provides investment advisory services to PIMCO
Funds and several other mutual fund portfolios and to private institutional
accounts including pension and profit sharing plans. PIMCO's address is 840
Newport Center Drive, Suite 360, Post Office Box 6430, Newport Beach,
California 92658-6430.
PIMCO is a general partnership and a subsidiary of PIMCO Advisors L.P.
("PALP"), a Delaware limited partnership organized in 1987. A portion of the
units of limited partnership interests in PALP are traded publicly on the New
York Stock Exchange. The general partner of PALP is PIMCO Partners, G.P.
Pacific Mutual and its subsidiaries and affiliates hold a substantial interest
in PALP through direct or indirect ownership of its outstanding units, and
indirectly hold a majority interest in PIMCO Partners G.P., with a remainder
held indirectly by a group comprised of the Managing Directors of PIMCO. PALP
is governed by an Operating Board and an Equity Board, which exercise
substantially all of the governance powers of the general partner and serves
as the functional equivalent of a board of directors. Pacific Mutual is not
represented on the Operating Board and has minority representation on the
Equity Board.
See Exhibit G for a list of the directors and principal executive officer of
PIMCO and a table setting forth the other investment companies with similar
investment objectives to those of the Managed Bond Portfolio or the Government
Securities Portfolio, including the rate of fees payable by such investment
companies and their approximate net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and PIMCO
was last submitted to a vote of the Shareholders of the Managed Bond Portfolio
and the Government Securities Portfolio on October 18, 1994. The purpose of
that vote was to retain PIMCO as Portfolio Manager, succeeding its predecessor
Pacific Investment Management Company, a California corporation, upon the
effective date of a consolidation transaction relating to the predecessor
corporation.
Columbus Circle Investors
CCI (including its predecessors) has been advising institutional investors
since 1975. As of December 31, 1995, CCI managed approximately $12.7 billion
of assets. CCI is located at Metro Center, One Station Place, 8th Floor,
Stamford, Connecticut 06902. CCI is a general partnership and a subsidiary of
PIMCO Advisors, L.P. ("PALP"), a Delaware limited partnership organized in
1987. A portion of the units of limited partnership interests in PALP are
traded publicly on the New York Stock Exchange. The general partner of PALP is
PIMCO Partners, G.P. Pacific Mutual and its subsidiaries and affiliates hold a
substantial interest in PALP through direct or indirect ownership of its
outstanding units, and indirectly hold a majority interest in PIMCO Partners
G.P., with a remainder held indirectly by a group comprised of the Managing
Directors of PIMCO. PALP is governed by an Operating Board and an Equity
Board, which exercise substantially all of the governance powers of the
general partner and serves as the functional equivalent of a board of
directors. Pacific Mutual is not represented on the Operating Board and has
minority representation on the Equity Board.
See Exhibit H for a list of the directors and principal executive officer of
CCI and a table setting forth the other investment companies with similar
investment objectives to those of the Aggressive Equity Portfolio, including
the rate of fees payable by such investment companies and their approximate
net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and CCI
was last submitted to a vote of the sole Shareholder of the Aggressive Equity
Portfolio on January 30, 1996. The purpose of that vote was the initial
retention of CCI as Portfolio Manager upon establishment of the Portfolio.
7
<PAGE>
Janus Capital Corporation
Janus currently serves as investment adviser or subadviser to the Janus
Funds, as well as other mutual funds and individual, corporate, charitable,
and retirement accounts. Janus' address is 100 Fillmore Street, Suite 300,
Denver, Colorado 80206-4923. Kansas City Southern Industries, Inc. owns
approximately 83% of the outstanding voting stock of Janus.
See Exhibit I for a list of the directors and principal executive officer of
Janus and a table setting forth the other investment companies with similar
investment objectives to those of the Growth LT Portfolio, including the rate
of fees payable by such investment companies and their approximate net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and Janus
was last submitted to a vote of the sole Shareholder of the Growth LT
Portfolio on December 15, 1993. The purpose of that vote was the initial
retention of Janus as Portfolio Manager upon establishment of that Portfolio.
J.P. Morgan Investment Management Inc.
J.P. Morgan Investment is a wholly-owned subsidiary of J.P. Morgan & Co.
Incorporated. J.P. Morgan Investment's address is 522 Fifth Avenue, New York,
New York 10036. J.P. Morgan Investment is an investment manager for corporate,
public, and union employee benefit funds, foundations, endowments, insurance
companies, government agencies and the accounts of other institutional
investors. A different investment management firm served as portfolio manager
to the Equity Income and Multi-Strategy Portfolios from their commencement of
operations in 1988 through December 31, 1993.
See Exhibit J for a list of the directors and principal executive officer of
J.P. Morgan Investment and a table setting forth the other investment
companies with similar investment objectives to those of the Equity Income
Portfolio or the Multi-Strategy Portfolio, including the rate of fees payable
by such investment companies and their approximate net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and J.P.
Morgan Investment was last submitted to a vote of the Shareholders of the
Equity Income Portfolio and the Multi-Strategy Portfolio on December 13, 1993.
The purpose of that vote was to retain J.P. Morgan Investment as Portfolio
Manager to these Portfolios, replacing the previous portfolio manager.
Greenwich Street Advisors
Greenwich, a division of Smith Barney Mutual Funds Management Inc. ("SBMFM")
and its predecessors have been in the investment counseling business since
1934 and have been providing investment advisory services to mutual funds
since 1968. Greenwich's address is 388 Greenwich Street, 23rd floor, New York,
New York 10048. As of September 30, 1996, SBMFM managed approximately $77
billion of mutual fund assets.
See Exhibit K for a list of the directors and principal executive officer of
SBMFM and a table setting forth the other investment companies with similar
investment objectives to those of the Equity Portfolio or the Bond and Income
Portfolio, including the rate of fees payable by such investment companies and
their approximate net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and SBMFM
was last submitted to a vote of the sole Shareholder of the Equity Portfolio
and the Bond and Income Portfolio on September 6, 1994. The purpose of that
vote was to retain Greenwich as Portfolio Manager of those Portfolios upon
establishment of those Portfolios.
Blairlogie Capital Management
Blairlogie, a UK limited partnership, is a subsidiary partnership of PIMCO
Advisors, L.P., ("PALP"), a Delaware limited partnership organized in 1987.
Blairlogie's address is 4th Floor, 125 Princes Street,
8
<PAGE>
Edinburgh, Scotland EH2 4AD. Blairlogie and its predecessor commenced
operations in 1992. As of December 31, 1995, Blairlogie had approximately
$645.4 million in assets under management. A portion of the units of limited
partnership interests in PALP are traded publicly on the New York Stock
Exchange. The general partner of PALP is PIMCO Partners, G.P. Pacific Mutual
and its subsidiaries and affiliates hold a substantial interest in PALP
through direct or indirect ownership of its outstanding units, and indirectly
hold a majority interest in PIMCO Partners G.P., with a remainder held
indirectly by a group comprised of the Managing Directors of PIMCO. PALP is
governed by an Operating Board and an Equity Board, which exercise
substantially all of the governance powers of the general partner and serves
as the functional equivalent of a board of directors. Pacific Mutual is not
represented on the Operating Board and has minority representation on the
Equity Board.
See Exhibit L for a list of the directors and principal executive officer of
Blairlogie and a table setting forth the other investment companies with
similar investment objectives to those of the Emerging Markets Portfolio,
including the rate of fees payable by such investment companies and their
approximate net assets.
The Portfolio Management Agreement among the Fund, Pacific Mutual, and
Blairlogie was last submitted to a vote of the sole Shareholder of the
Emerging Markets Portfolio on January 30, 1996. The purpose of that vote was
to retain Blairlogie as the Portfolio Manager of the Emerging Markets
Portfolio upon establishment of that Portfolio.
The Evaluation by the Trustees and the Trustees' Recommendation
In approving the Addenda, the Board of Trustees concluded that the
compensation to be paid by Pacific Mutual to the Portfolio Managers under the
proposed Addenda is fair and reasonable and represents an appropriate
allocation of fees in relation to the services provided by each of the parties
to the Agreement. In approving the Addenda, and recommending its approval by
Shareholders, the Board, including the Trustees who are not interested persons
of Pacific Mutual or the Portfolio Managers, considered several factors. The
factors considered by the Trustees included (1) the difference between the
current portfolio management fees and the proposed portfolio management fees;
(2) the difference between the compensation under the Advisory Agreement
retained by Pacific Mutual under the current portfolio management fees and the
proposed portfolio management fees; (3) the expenses borne by the Portfolios;
(4) comparative data to other funds relating to advisory fees and expense
ratios; (5) the efforts and expenses of Pacific Mutual in rendering its
services under the Advisory Agreement; and (6) that the proposed Addenda are
expected to have no adverse effect on the nature and quality of the Portfolio
Managers' services.
In analyzing whether it is appropriate for Pacific Mutual to retain the
difference between the current and proposed portfolio management fees, the
Trustees also considered Pacific Mutual's expenses associated with the
development and operation of Variable Contracts, whose proceeds are invested
in the Fund, and the services rendered by Pacific Mutual in connection with
the Variable Contracts, including those services made available in recent
years to Variable Contract Owners at no additional cost. In that regard, the
Board noted: (1) the high quality of services rendered by Pacific Mutual to
its customers, which have received high ratings in industry surveys; (2) the
provision of asset allocation and portfolio rebalancing services offered to
Variable Contract Owners and dollar cost averaging services offered to Owners
of certain Variable Contracts by Pacific Mutual and its subsidiary, Pacific
Mutual Distributors, Inc. ("PMD"), at no additional cost; (3) Pacific Mutual's
enhanced reporting of financial information to Variable Contract Owners; and
(4) Pacific Mutual's significant investment in technology and other expenses
associated with developing and rendering these and other services. In
addition, the Trustees also considered the following financial factors
relating to Pacific Mutual: (1) Pacific Mutual's earnings and losses in
developing and administering the Variable Contracts, including consideration
of revenues and expenses attributable to the Variable Contracts in the current
year, for prior years, and as projected; (2) the reasonableness of Pacific
Mutual's goals for the return it seeks from its investment in developing the
Variable Contracts and the projected asset levels at which those goals may be
attained; and (3) the expenses borne by Pacific Mutual and PMD in distributing
the Variable Contracts, and in providing support for ongoing servicing of
Contract Owners by registered representatives. The Board noted that the
efforts of Pacific Mutual
9
<PAGE>
and Pacific Mutual Distributors, Inc., in promoting Variable Contracts has
resulted in growth in the Fund's assets, which recently has produced some
economies of scale that have reduced expense ratios for the Portfolios.
Finally, the Board noted that the newer Portfolios currently benefit, and
older Portfolios have historically benefited from Pacific Mutuals policy of
waiving fees to limit expenses at certain levels, as described in the Fund's
Prospectus.
ACCORDINGLY, THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMENDS:
A. APPROVAL BY THE SHAREHOLDERS OF THE MANAGED BOND PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
PIMCO;
B. APPROVAL BY THE SHAREHOLDERS OF THE GOVERNMENT SECURITIES PORTFOLIO OF
THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL
AND PIMCO;
C. APPROVAL BY THE SHAREHOLDERS OF THE AGGRESSIVE EQUITY PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
CCI;
D. APPROVAL BY THE SHAREHOLDERS OF THE GROWTH LT PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
JANUS;
E. APPROVAL BY THE SHAREHOLDERS OF THE EQUITY INCOME PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
J.P. MORGAN;
F. APPROVAL BY THE SHAREHOLDERS OF THE MULTI-STRATEGY PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
J.P. MORGAN;
G. APPROVAL BY THE SHAREHOLDERS OF THE EQUITY PORTFOLIO OF THE ADDENDUM
TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND GREENWICH;
H. APPROVAL BY THE SHAREHOLDERS OF THE BOND AND INCOME PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
GREENWICH; AND
I. APPROVAL BY THE SHAREHOLDERS OF THE EMERGING MARKETS PORTFOLIO OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN PACIFIC MUTUAL AND
BLAIRLOGIE.
10
<PAGE>
PROPOSAL TWO: OTHER BUSINESS
The Trustees know of no business to be brought before the meeting other than
as set forth above. If, however, any other matters properly come before the
Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote on such matters in accordance with their best judgment.
INFORMATION ABOUT PACIFIC MUTUAL
Pacific Mutual Life Insurance Company, located at 700 Newport Center Drive,
Newport Beach, California, 92660, is a mutual life insurance company that was
organized under the laws of the State of California and was authorized to
conduct business as a life insurance company on January 2, 1868. As of
September 30, 1996, Pacific Mutual had total assets of approximately $20.3
billion. Together with its subsidiaries and affiliated enterprises, Pacific
Mutual had total funds under management of approximately $129.0 billion.
Pacific Mutual will vote shares of each Portfolio held by each separate
account in accordance with instructions received from Variable Contract
Owners. Pacific Mutual will also vote shares of each Portfolio held in each
separate account for which it has not received instructions in the same
proportion as it votes shares held by that separate account for which it has
received instructions from Variable Contract Owners. Variable Contract Owners
permitted to give instructions for each Portfolio and the number of shares for
which such instructions may be given to be voted at the Meeting and any
adjournment thereof will be determined as of the Record Date.
TRUSTEES AND OFFICERS
None of the Trustees and Officers of the Fund is an officer or employee of
any of the Portfolio Managers whose fee is the subject of this Proxy. Thomas
C. Sutton, the Fund's President and Chairman of the Board of Trustees, is one
of twelve members of the Equity Board of PALP, a general partner of PIMCO, CCI
and Blairlogie.
As of the Record Date, the Officers and Trustees of the Fund as a group
beneficially owned less than 1% of the outstanding shares of any Portfolio. As
of the Record Date, Richard L. Nelson, an Independent Trustee of the Fund, 8
Cherry Hills Lane, Newport Beach, California 92660, beneficially owned 669.680
shares (.0029%) of the Growth LT Portfolio.
The table below presents information regarding share ownership as of the
Record Date, of each Variable Contract Owner who owns a Variable Contract that
entitles the Owner to give voting instructions with respect to 5% or more of
the shares of a Voting Portfolio.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
NAME (AND ADDRESS) PORTFOLIO SHARES FUND SHARES
------------------ --------- --------- -----------
<S> <C> <C> <C>
Healthy Alliance Life Ins. Co......... Managed Bond 1,194,624.418 5.72%
c/o MCG LA
644 S. Figueroa Street
Los Angeles, California 90017
</TABLE>
In addition, as of the Record Date, shares of a Voting Portfolio held by
Pacific Mutual in its general account and shares held by its non-insurance
subsidiaries were as follows:
<TABLE>
<CAPTION>
PORTFOLIO SHARES OWNED
--------- -------------
<S> <C>
Aggressive Equity......................................... 500,489.194
Growth LT................................................. 1.081
Emerging Markets.......................................... 1,000,001.000
</TABLE>
11
<PAGE>
Shares of a Voting Portfolio held by Pacific Mutual in its general account
and shares held by its non-insurance subsidiaries will be voted in the same
proportion as the votes cast with respect to shares held in all of Pacific
Mutual's and Pacific Corinthian's separate accounts, in the aggregate.
Therefore, Pacific Mutual will not vote these shares in its discretion.
INFORMATION ABOUT THE DISTRIBUTOR
Pacific Mutual Distributors, Inc. ("PMD"), 700 Newport Center Drive, Newport
Beach, California 92660, a subsidiary of Pacific Mutual, serves as the Fund's
distributor. PMD receives no remuneration from the Fund for its services.
AFFILIATED BROKERAGE
During the year 1995, the Equity Portfolio paid Smith Barney Inc. $68,472,
and Robinson Humphrey Co., Inc. $22,500 in brokerage commissions and markups
on principal transactions ("Fees"). Both Smith Barney Inc. and Robinson
Humphrey Co., Inc. are affiliates of Greenwich. Of total brokerage
commissions, the Fees paid to Smith Barney Inc. accounted for 20.41% and the
Fees paid to Robinson Humphrey Co., Inc. accounted for 6.71%.
SHAREHOLDER PROPOSALS
The Fund is not required to hold regular annual meetings and, in order to
minimize the Fund's 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 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.
ANNUAL REPORT
An Annual Report for the Fund dated December 31, 1995 has been filed with
the Securities and Exchange Commission and is available without charge upon
request by calling (800) 800-7681 or by writing the Fund at 700 Newport Center
Drive, Newport Beach, CA 92660.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees
Audrey C. Milfs, Secretary
November 12, 1996
12
<PAGE>
EXHIBIT A
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 15th day of
November, 1994, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, Pacific Investment
Management Company, ("PIMCO", "Portfolio Manager"), a Delaware general
partnership, 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 Addendum is dated as of January 1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, two of which are
designated the Managed Bond Portfolio and the Government Securities Portfolio
(referred to as "Series" in the Agreement and hereinafter referred to as
"Portfolios");
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed PIMCO as Portfolio Manager to the Portfolios and PIMCO has accepted
such appointment;
WHEREAS, Pacific Mutual, PIMCO, and the Fund desire to amend Section 4 of
the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, PIMCO, and the Fund that Section
4 of the Agreement be amended to read as follows:
4. 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 based on the aggregate average daily net assets of
the Managed Bond Portfolio and the Government Securities Portfolio, at an
annual rate equal to .50% of the Portfolios' aggregate average daily net
assets on the first $25 million, .375% of the Portfolios' aggregate average
daily net assets on the next $25 million, and .25% of the Portfolios'
aggregate average daily net assets in excess of $50 million. This fee shall
be computed and accrued daily and payable monthly.
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
A-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
PACIFIC MUTUAL LIFE INSURANCE
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
PACIFIC INVESTMENT
MANAGEMENT COMPANY
_____________________________________ By: _________________________________
Attest: Title:
Title:
PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
A-2
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 15th day of November 1994 among Pacific Mutual Life
Insurance Company, a California Company ("Pacific Mutual"), Pacific Investment
Management Company, ("PIMCO"), a Delaware general partnership, and Pacific
Select Fund, a Massachusetts Business Trust (the "Fund").
WHEREAS, Pacific Select Fund, is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company and is authorized to issue separate series, each of which
will offer a separate class of shares of beneficial interest, each series
having its own investment objective, policies and limitations;
WHEREAS, the Fund intends initially to offer shares in eight classes to be
designated as the Money Market Series, Managed Bond Series, High Yield Bond
Series, International Series, Government Securities Series, Growth Series,
Equity Income Series, and Multi-Strategy Series, (the "Initial Series");
WHEREAS, the Fund has retained Pacific Mutual to render investment
management and administrative services to the Initial Series;
WHEREAS, Pacific Mutual represents and warrants that it is a duly registered
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"),
as amended;
WHEREAS, PIMCO represents and warrants that it is a duly registered
investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Pacific Mutual and the Fund desire to retain PIMCO to furnish
portfolio management services to the Managed Bond Series and Government
Securities Series in connection with Pacific Mutual's investment management
activities on behalf of the Series, and PIMCO is willing to furnish such
services to Pacific Mutual and the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between Pacific Mutual, PIMCO and the Fund as follows:
1. Appointment. Pacific Mutual and the Fund hereby appoint PIMCO to act as
Portfolio Manager to the Managed Bond Series and Government Securities Series,
(the "Series"), for the periods and on the terms set forth in this Agreement.
PIMCO accepts such appointment and agrees to furnish the services herein set
forth, for the compensation herein provided.
In the event the Fund designates one or more classes other than the Series
with respect to which Pacific Mutual and the Fund desire to retain PIMCO to
render portfolio management services hereunder, they shall notify PIMCO in
writing. If PIMCO is willing to render such services, it shall notify Pacific
Mutual and the Fund in writing, whereupon such class shall become a Series
hereunder, and be subject to this Agreement.
2. Portfolio Management Duties. Subject to the supervision of Pacific Mutual
and the Fund's Board of Trustees, PIMCO will provide a continuous investment
program for the Series' portfolios, including investment research and
management with respect to all securities and investments and cash equivalents
in the portfolios. PIMCO will determine from time to time what securities and
other investments will be purchased, retained or sold by the Series. PIMCO
will provide the services under this Agreement in accordance with the Series'
investment objectives, policies and restrictions as stated in the Fund's
registration statement filed with the Securities and Exchange Commission
("SEC"), as amended. PIMCO further agrees that it will:
(a) conform with all applicable rules and regulations of the 1940 Act,
all other applicable federal and state laws and regulations and with any
applicable procedures adopted by the Fund's Board of Trustees;
A-3
<PAGE>
(b) place orders pursuant to its investment determinations for the Series
either directly with the issuer or with any broker or dealer. PIMCO is
authorized to select brokers and dealers and open and maintain brokerage
accounts and trading accounts for the purchasing and selling of financial
futures contracts and related options with futures commission merchants for
and on behalf of the Series in accordance with procedures established by
Pacific Mutual and approved by the Fund's Board of Trustees. In placing
orders with brokers and dealers, PIMCO will attempt to obtain the best net
price and the most favorable execution of its orders. Consistent with this
obligation, when the execution and price offered by two or more brokers or
dealers are comparable, PIMCO may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers who provide it with
research advice and other services of lawful assistance to PIMCO in serving
the Series as Portfolio Manager;
(c) on occasions when the PIMCO deems the purchase or sale of a security
to be in the best interest of the Fund as well as its other investment
advisory clients, PIMCO may, 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 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
PIMCO in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such other clients.
(d) in connection with the purchase and sale of securities of each
Series, PIMCO will arrange for the transmission to custodian for the Fund
on a daily basis, such confirmation, trade tickets and other documents as
may be necessary to enable them to perform their administrative
responsibilities with respect to the Series. With respect to portfolio
securities to be purchased or sold through the Depository Trust Company,
PIMCO will arrange for the automatic transmission of the confirmation of
such trades to the Fund's custodian.
(e) PIMCO will make available to Pacific Mutual and the Fund promptly
upon their request all of the Fund's investment records and ledgers as are
necessary to assist Pacific Mutual and the Fund in their compliance with
respect to the Series' securities transactions as required by the 1940 Act
and the Investment Advisers Act of 1940, as well as other applicable laws.
PIMCO will furnish the Fund's Board of Trustees with respect to the Series
such periodic and special reports as Pacific Mutual and the Trustees may
reasonably request. PIMCO will furnish to regulatory authorities 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.
(f) PIMCO will not disclose or use any records or information obtained
pursuant to this Agreement 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, and
will keep confidential any information obtained pursuant this Agreement,
and disclose such information only if the Board of Trustees of the Fund has
authorized such disclosure, or if such disclosure is expressly required by
applicable federal or state regulatory authorities.
(g) In rendering the services required under this Agreement, PIMCO may,
from time to time, employ or associate with itself such person or persons
as it believes necessary to assist it in carrying out its obligations under
this Agreement. However, PIMCO may not retain as subadvisors any company
that would be an "investment adviser," as that term is defined in the 1940
Act, to the Fund unless the contract with such company is approved by a
majority of the Fund's Board of Trustees and a majority of Trustees who are
not parties to any agreement or contract with such person or persons and
who are not "interested persons," as defined in the 1940 Act, of the Fund,
PIMCO, or any such person or persons, and to approval by the vote of a
majority of the outstanding voting securities of the Fund to the extent
required by the 1940 Act. PIMCO shall be responsible for making inquiries
and for reasonably insuring that any employee of PIMCO, any person or firm
that PIMCO has employed or with which it has associated, or any employee
A-4
<PAGE>
thereof has not, to the best of PIMCO's knowledge, in any material
connection with the handling of Fund assets:
(a) been convicted, in the last 10 years, or any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving
violations of sections 1341, 1342, or 1343 of Title 18, United States
Code; or
(b) been found by any state regulatory authority, within the last 10
years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit or knowing
misrepresentation; or
(c) been found by any federal or state regulatory authorities, within
the last 10 years, to have violated or to have acknowledged violation
of any provision of federal or state securities laws involving fraud,
deceit or knowing misrepresentation.
3. Expenses. During the term of this Agreement, PIMCO will pay all expenses
incurred by it, its staff and their activities, in connection with its
portfolio management under this Agreement. This does not include costs payable
by the Fund, the Custodian or Pacific Mutual.
4. Compensation. For the services provided, Pacific Mutual will pay PIMCO a
fee, payable monthly, based on the average daily net assets of the Managed
Bond Series and Government Securities Series, at the annual rate of .50% of
the average daily net assets of each Series up to $25 million, .375% of
average daily net assets of each Series on the next $25 million and .25% of
each Series' average daily net assets thereafter.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, PIMCO hereby agrees that all records which it maintains
for the Series are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's request. PIMCO
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 Investment
Advisers Act of 1940 ("Advisers Act") for the period specified in the Rule.
6. Indemnification. PIMCO agrees to indemnify and hold harmless, Pacific
Mutual, any affiliated person within the meaning of Section 2(a)(3) of the
1940 Act ("affiliated person") of Pacific Mutual and each person, if any who,
within the meaning of Section 15 of the Securities Act of 1933 (the "1933
Act"), controls ("controlling person") Pacific Mutual against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses), to which Pacific Mutual 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 PIMCO's
responsibilities as Portfolio Manager of the Fund which (1) may be based upon
any misfeasance, malfeasance, or nonfeasance by PIMCO, any of its employees or
representatives or any affiliate of or any person acting on behalf of PIMCO,
or (2) 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 Fund or any Series 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 written
information furnished to Pacific Mutual, the Fund or any affiliated person of
the Fund by PIMCO or any affiliated person of PIMCO; provided, however, that
in no case is PIMCO's indemnity in favor of Pacific Mutual or any affiliated
person or controlling person of Pacific Mutual 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.
Pacific Mutual agrees to indemnify and hold harmless PIMCO, any affiliated
person within the meaning of Section 2(a) (3) of the 1940 Act ("affiliated
person") of PIMCO and each person, if any, who, within the meaning of Section
15 of the 1933 Act controls ("controlling person") PIMCO against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which PIMCO or such affiliated
A-5
<PAGE>
person or controlling 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 Pacific Mutual's responsibilities as Investment Adviser of the
Fund which (1) may be based upon any misfeasance, malfeasance, or nonfeasance
by Pacific Mutual, any of its employees or representatives or any affiliate of
or any person acting on behalf of Pacific Mutual or (2) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering shares of the Fund or any Series
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 unless such statement
or omission was made in reliance upon written information furnished to Pacific
Mutual or any affiliated person of Pacific Mutual by PIMCO or any affiliated
person of PIMCO; provided however, that in no case is the indemnity of Pacific
Mutual in favor of PIMCO, or any affiliated person or controlling person of
PIMCO 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.
Except as may otherwise be required by the 1940 Act or the rules thereunder,
the Fund agrees that PIMCO, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act of PIMCO and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls PIMCO shall not be liable,
or subject to any damages, expenses or losses, in connection with any act or
omission connected with or arising out of any investment advisory services
rendered under this Agreement, except by reason of willful misfeasance, bad
faith or gross negligence in the performance of PIMCO's duties or by reason of
reckless disregard of PIMCO's obligations and duties under this Agreement.
7. Control. Notwithstanding any other provision of the 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 reserve the right to direct, approve or disapprove any action
hereunder taken on its behalf by PIMCO.
8. Services Not Exclusive. It is understood that the services of PIMCO are
not exclusive, and nothing in this Agreement shall prevent PIMCO from
providing similar services to other clients, including investment companies
(whether or not their investment objectives and policies are similar to those
of the Series) or from engaging in other activities.
9. Duration and Termination. This Agreement shall become effective as of the
"Closing Date" as that term is defined in the Agreement and Plan of
Consolidation for PIMCO Advisers L.P., dated July 11, 1994 (the "Effective
Date"). Unless terminated as provided herein, the Agreement shall remain in
full force and effect for two years from such date and continue on an annual
basis with respect to each Series unless terminated in accordance with the
following sentence; provided that such annual continuance is specifically
approved each year by (a) the vote of a majority of the entire Board of
Trustees of the Fund, or by the vote of a majority of the outstanding voting
securities of each Series (as defined in the 1940 Act), and (b) the vote of a
majority of those Trustees who are not parties to this Agreement or interested
persons (as such term is defined in the 1940 Act) of any such party to this
Agreement cast in person at a meeting called for the purpose of voting on such
approval. In the event this Agreement is not approved in the manner described
in the preceding sentence, the paragraph numbered six (6), of this Agreement
shall remain in effect as well as any applicable provision of this paragraph
numbered nine (9) and PIMCO shall not provide any services for such Series or
receive any fees on account of such Series that fail to so approve of this
Agreement. Notwithstanding the foregoing, this Agreement may be terminated:
(a) by Pacific Mutual at any time without penalty, upon sixty (60) days'
written notice to PIMCO and the Fund (b) at any time without payment of any
penalty by the Fund, upon the vote of a majority of the Fund's Board of
Trustees or a majority of the outstanding voting securities of each Series,
upon sixty (60) day's written notice to PIMCO, or (c) by PIMCO at any time
without penalty by PIMCO, upon sixty (60) day's written notice to Pacific
Mutual and the Fund. In the event of termination for any reason, all records
of each Series for which the Agreement is terminated shall promptly be
returned to Pacific Mutual or the Fund, free from any claim
A-6
<PAGE>
or retention of rights by PIMCO: the Agreement shall automatically terminate
in the event of its assignment (as such term is defined in the 1940 Act).
10. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Series, and (ii) the Trustees of the
Fund, including a majority of the Trustees of the Fund who are not interested
persons of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, if such approval is required by
applicable law.
11. Use of Name. It is understood that the name Pacific Select or any
derivative thereof or logo associated with that name is the valuable property
of Pacific Mutual and its affiliates, and that the Fund and/or the Series have
the right to use such name (or derivative or logo) only so long as Pacific
Mutual is Investment Manager to the Fund and/or the Series. Upon termination
of the Investment Management Agreement between the Fund (or Series) and
Pacific Mutual, the Fund (or Series) shall forthwith cease to use such name
(or derivative or logo) and, in the case of the Fund, shall promptly amend its
Agreement and Declaration of Trust to change its name.
It is understood that the name (PIMCO) Pacific Investment Management Company
or any derivative thereof or logo associated with that name is the valuable
property of PIMCO and its affiliates and that the Fund and/or the Series have
the right to use such name (or derivative or logo) in offering materials of
the Fund with the approval of PIMCO and for so long as PIMCO is Portfolio
Manager to the Fund and/or the Series. Upon termination of this Agreement
between the Fund (or Series), Pacific Mutual, and PIMCO, the Fund (or Series)
shall forthwith cease to use such name (or derivative or logo).
12. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State 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 9 of the Agreement, this Agreement
may not be assigned by any party without the 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.
(e) Nothing herein shall be construed as constituting PIMCO as an agent of
the Fund or Pacific Mutual.
A-7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
Date: November 15, 1994 By: /s/ Glenn S. Schafer
-----------------------------------
Executive Vice President
PACIFIC INVESTMENT
MANAGEMENT COMPANY
Date: November 15, 1994 By: /s/ William Cvengros
-----------------------------------
Chief Executive Officer
PACIFIC SELECT FUND
Date: November 15, 1994 By: /s/ Thomas C. Sutton
-----------------------------------
President
A-8
<PAGE>
EXHIBIT B
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 26th day of
December, 1995, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, Columbus Circle
Investors ("CCI", "Portfolio Manager"), a partnership, 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 Addendum is
dated as of January 1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the Aggressive Equity Portfolio ("Portfolio");
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed CCI as Portfolio Manager to the Portfolio and CCI has accepted such
appointment;
WHEREAS, Pacific Mutual, CCI, and the Fund desire to amend the Fee Schedule
of the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, CCI, and the Fund that the Fee
Schedule of the Agreement be amended to read as follows:
PACIFIC SELECT FUND
FEE SCHEDULE
COLUMBUS CIRCLE INVESTORS
Portfolio: Aggressive Equity Portfolio
Fee: The Adviser will pay to the Portfolio Manager a fee based on the
average daily net assets of the Portfolio at an annual rate equal to:
.55% on the first $100 million;
.50% on the next $150 million;
.45% on the next $250 million;
.40% on the excess of $500 million.
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<PAGE>
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
PACIFIC MUTUAL LIFE INSURANCE
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
COLUMBUS CIRCLE INVESTORS
_____________________________________ By: _________________________________
Title:
Attest:
Title: Secretary PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
B-2
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 26th day of December, 1995 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and Columbus Circle
Investors ("Portfolio Manager"), a Delaware general partnership, 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 Aggressive Equity 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 Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("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 Columbus Circle
Investors to act as Portfolio Manager to the Aggressive Equity 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 portfolio 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
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<PAGE>
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, (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
and Regulations issued thereunder. The Adviser will notify the Portfolio
Manager of any amendments to the 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) In managing the Portfolio or Portfolios, the Portfolio Manager shall
conform with (1) the 1940 Act and all rules and regulations thereunder, and
releases and interpretations related thereto, (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 Portfolios 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) 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,
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 allocate the orders placed by it on behalf of the
Portfolio to the Portfolio Manager if it 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 registered as a
broker or dealer with the SEC or as a FCM with the CFTC, 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
B-4
<PAGE>
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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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, 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.
B-5
<PAGE>
(j) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
(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.
(k) 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
Portfolio Manager further represents and warrants that it is a duly registered
investment adviser under the Advisers Act and a duly registered investment
adviser in all states in which the Portfolio Manager is required to be
registered. 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. The Portfolio Manager agrees to provide the Adviser with current
copies of the Portfolio Manager's Form ADV, and any supplements or amendments
thereto, 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;
B-6
<PAGE>
(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 prospectuses 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 pro rata portion of the 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.
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 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 Internal Revenue 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 Internal Revenue 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.
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<PAGE>
(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 Internal Revenue 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 Internal Revenue 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 expressly
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
of the Portfolio Manager, and each person, if any, who, within the meaning of
Section 15 of the 1933 Act, controls 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 within the meaning of Section 2(a)(3) of the
1940 Act ("affiliated person") of the Adviser, and each person, if any, who,
within the meaning of Section 15 of the 1933 Act, controls ("controlling
person") the Adviser (collectively, "PM Indemnified Persons") against any and
all losses, claims, damages, liabilities or litigation
B-8
<PAGE>
(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 misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a PM 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 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 PM Indemnified Person);
provided, however, that in no case is the Portfolio Manager's indemnity in
favor of the Adviser or any affiliated person or controlling person of the
Adviser 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 within the meaning of Section 2(a)(3) of the 1940 Act 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 (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 which (i) may be based upon any
misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees
or representatives or any affiliate of or any person 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 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 1940 Act) 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 1940 Act) 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-9
<PAGE>
(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 1940 Act) 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(g), 2(i), 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 Mutual Life Insurance Company"
or "Pacific Mutual", 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 "Columbus Circle Investors" or "Columbus"
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 Adviser and the Portfolio
Manager, the Fund and the Adviser shall forthwith cease to use such name (or
derivative or logo).
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 Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
B-10
<PAGE>
(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. Further, if there is a change in the general partner(s) of the
Portfolio Manager, the Portfolio Manager will promptly notify the Fund of such
change.
(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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
<TABLE>
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
<S> <C>
Attest: /s/ Diane N. Ledger By: /s/ Glenn S. Schafer
- ------------------------------------ ----------------------------------
Title: Assistant Vice President Title: President
COLUMBUS CIRCLE INVESTORS
Attest: /s/ Louis P. Celentano By: /s/ J. F. Smith
- ------------------------------------ ----------------------------------
Title: Managing Director Title: Managing Director/Chairman
PACIFIC SELECT FUND
Attest: /s/ Diane N. Ledger By: /s/ TC Sutton
- ------------------------------------ ----------------------------------
Title: Vice President Title: President and Chairman
</TABLE>
B-11
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Aggressive Equity Portfolio
Fee:
The Advisor will pay to the Portfolio Manager a fee at an annual rate equal
to:
.55% of the first $100 million of the Aggressive Equity Portfolio's
average daily net assets;
.50% on the next $250 million of the Aggressive Equity Portfolio's
average daily net assets;
.45% of the Aggressive Equity Portfolio's average daily net assets in
excess of $350 million.
B-12
<PAGE>
EXHIBIT C
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 1st day of
January, 1994, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, Janus Capital
Corporation ("Janus", "Portfolio Manager"), a Colorado corporation, 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 Addendum is dated as of January 1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the Growth LT Portfolio ("Portfolio");
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed Janus as Portfolio Manager to the Portfolio and Janus has accepted
such appointment;
WHEREAS, Pacific Mutual, Janus, and the Fund desire to amend the Fee
Schedule of the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, Janus, and the Fund that the Fee
Schedule of the Agreement be amended to read as follows:
PACIFIC SELECT FUND
FEE SCHEDULE
JANUS CAPITAL CORPORATION
Portfolio: Growth LT Portfolio
Fee: The Adviser will pay to the Portfolio Manager a fee based on the
average daily net assets of the Portfolio at an annual rate equal to:
.55% on the first $100 million;
.50% on the next $400 million;
.45% on the excess of $500 million.
C-1
<PAGE>
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
<TABLE>
PACIFIC MUTUAL LIFE INSURANCE
<S> <C>
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
JANUS CAPITAL CORPORATION
_____________________________________ By: _________________________________
Attest: Title:
Title:
PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
</TABLE>
C-2
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
This Portfolio Management Agreement (this "Agreement") is entered into as of
January 1, 1994 by and among Pacific Mutual Life Insurance Company, a
California corporation ("Investment Manager"), Janus Capital Corporation, a
Colorado corporation ("Portfolio Manager"), and Pacific Select Fund, a
Massachusetts Business Trust ("Fund").
WHEREAS, Investment Manager has entered into an Advisory Agreement dated
November 9, 1987 (the "Advisory Agreement") with the Fund to act as investment
adviser and manager to the Growth LT Series, a series of the Fund (the
"Portfolio");
WHEREAS, the Advisory Agreement provides that Investment Manager may engage
a portfolio manager to furnish investment information and advice to assist
Investment Manager in carrying out its responsibilities under the Advisory
Agreement;
WHEREAS, Investment Manager and the Trustees of the Fund desire to retain
Portfolio Manager to render investment adviser services to Investment Manager
in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, Investment Manager and Portfolio Manager agree as
follows:
1. Appointment. The Fund and Investment Manager hereby appoint Janus Capital
Corporation to act as Portfolio Manager to the Portfolio for the periods and
on the terms set forth in this Agreement. Portfolio Manager accepts such
appointment and agrees to furnish services herein set forth for the
compensation herein provided. In the event Investment Manager wishes to retain
Portfolio Manager to render investment advisory services to one or more
portfolios other than the Portfolio, Investment Manager shall notify Portfolio
Manager in writing. If Portfolio Manager is willing to render such services,
it shall notify the Fund and Investment Manager in writing, whereupon such
portfolios shall become a Portfolio hereunder, and be subject to this
Agreement.
2. Portfolio Services.
(a) Portfolio Manager shall, subject to the supervision of Investment
Manager, manage the investment and reinvestment of the assets of the
Portfolio. Portfolio Manager is authorized, in its discretion and without
prior consultation with Investment Manager, to buy, sell, lend, and otherwise
trade in any stocks, bonds, and other securities and investment instruments on
behalf of the Portfolio, and so long as consistent with the foregoing, without
regard to the length of time the securities have been held and the resulting
rate of portfolio turnover or any tax considerations. Subject to the
investment objectives, policies, and restrictions concerning the Portfolio set
forth in the Fund's declaration of trust and in its registration statements
under the Investment Company Act of 1940 (the "1940 Act"), the majority or the
whole of the Portfolio may be invested in such proportions of stocks, bonds,
other securities or investment instruments, or cash as Portfolio Manager shall
determine. 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 the
Agreement and reserves the right to direct, approve, or disapprove any action
hereunder taken on its behalf by the Portfolio Manager. Portfolio Manager is
responsible for compliance with the provisions of Section 817(h) of the
Internal Revenue Code of 1986, as amended, applicable to the Portfolio.
(b) Portfolio Manager shall furnish Investment Manager monthly, quarterly,
and annual reports concerning transactions and performance of the Portfolio in
such form as may be mutually agreed upon, and agrees to review the Portfolio
and discuss the management of it. Portfolio Manager shall permit the financial
statements, books and records with respect to the Portfolio to be inspected
and audited by the Investment Manager at all reasonable times during normal
business hours. Portfolio Manager shall also provide Investment Manager and
the Fund with such other information and reports as may reasonably be
requested by Investment Manager and the Fund from time to time.
C-3
<PAGE>
(c) Portfolio Manager shall provide to Investment Manager 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.
(d) Portfolio Manager will , in connection with the purchase and sale of
securities for the Portfolio, together with Investment Manager, arrange for
the transmission to the custodian, and the recordkeeping agent for the Fund on
a daily basis, such confirmation, 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,
recordkeeping agent, [and, if required by the Investment Manager].
(e) Portfolio Manager 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 Portfolio Manager or identifies
for review by Portfolio Manager.
(f) Portfolio Manager will report regularly to the Fund's Board of Trustees
on the investment program for the Portfolio and the issuers and securities
represented in the Portfolio and will furnish the Fund's Board of Trustees
with respect to the portfolio such periodic and special reports as the
Trustees and Investment Manager may reasonably request.
(g) Portfolio Manager will not knowingly 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, and will keep
confidential any information obtained pursuant to this 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 requisite authority. The
Fund, the Portfolio, and Investment Manager will not knowingly disclose or use
any records or information respecting 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 by
this Agreement, if Portfolio Manager 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.
3. Obligations of Investment Manager and the Portfolio.
(a) Investment Manager or its agent shall provide timely information to
Portfolio Manager regarding such matters as the composition of assets in the
Portfolio, cash requirements and cash available for investment in the
Portfolio, and all other information as may be reasonably necessary for
Portfolio Manager to perform its responsibilities hereunder.
(b) Investment Manager has herewith furnished Portfolio Manager a copy of
the Portfolio's registration statement currently in effect and agrees during
the continuance of this Agreement to furnish Portfolio Manager copies of any
amendments or supplements thereto before or at the time the amendments or
supplements become effective. Investment Manager agrees to furnish Portfolio
Manager with minutes of meetings of the Trustees of the Fund applicable to the
Portfolio to the extent they may affect the duties of Investment Manager, a
copy of any financial statements or reports prepared for the Fund, including
the Portfolio, by certified or independent public accountants, and with copies
of any financial statements or reports made by the Portfolio to its
shareholders or to any governmental body or securities exchange, and any
further materials or information which Portfolio Manager may reasonably
request to enable it to perform its functions under this Agreement.
C-4
<PAGE>
4. Custodian. Investment Manager shall provide Portfolio Manager with a copy
of the Portfolio's agreement with the Custodian (the "Custodian") designated
to hold the assets in the Portfolio and any modification thereto (excepting
any information concerning the calculation of fees, in particular, the "Fee
Schedule") (the "Custody Agreement") in advance. The Portfolio assets shall be
maintained in the custody of the Custodian identified in, and in accordance
with the terms and conditions of, the Custody Agreement. Portfolio Manager
shall have no liability for the acts or omissions of the Custodian. Any assets
added to the Portfolio shall be delivered directly to the Custodian.
5. Proprietary Rights.
(a) Investment Manager agrees and acknowledges that Portfolio Manager is the
sole owner of the name and mark "Janus" and that all use of any designation
comprised in whole or part of Janus (a "Janus Mark") under this Agreement
shall inure to the benefit of Portfolio Manager. The use by Investment Manager
on its own behalf or on behalf of the Portfolio or any Janus Mark in any
advertisement or sales literature or other materials promoting the Portfolio
shall be with the prior written consent of Portfolio Manager. Investment
Manager shall not, and Investment Manager shall use its best efforts to cause
the Portfolio not to, without the prior written consent of Portfolio Manager,
make representations regarding Portfolio Manager in any disclosure document,
advertisement or sales literature or other materials promoting the Portfolio.
Upon termination of this Agreement for any reason, Investment Manager shall
cease, and Investment Manager shall use its best efforts to cause the
Portfolio to cease, all use of any Janus Mark(s) as soon as reasonably
practicable.
(b) Portfolio Manager agrees and acknowledges that Investment Manager is the
sole owner of the name and mark Pacific Mutual ("PM") or Pacific Select ("PS")
and that all use of any designation comprised in whole or part of PM or PS
(collectively, the "PM Mark") under the Agreement shall inure to the benefit
of Investment Manager. The use by Portfolio Manager on its behalf or on behalf
of the Portfolio of any PM Mark in any advertisement or sales literature or
other materials promoting the Portfolio shall be with the prior written
consent of Investment Manager. Portfolio Manager shall not, and Portfolio
Manager shall use its best efforts to cause the Portfolio not to, without the
prior written consent of Investment Manager, make representations regarding
Investment Manager in any disclosure document, advertisement or sales
literature or other materials promoting the Portfolio. Upon termination of the
Agreement for any reason, Portfolio Manager shall cease all use of any PM
Mark(s) as soon as reasonably practicable.
6. Expenses. The Fund shall assume and pay all its organizational,
operational, and business expenses not specifically assumed or agreed to be
paid by Portfolio Manager pursuant hereto, including, without limitation, (a)
interest and taxes; (b) brokerage commissions and other costs in connection
with the purchase or sale of securities or other investment instruments with
respect to the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of advisory fees required by any expense limitation provision
shall be the sole responsibility of Investment Manager. The Fund, Investment
Manager, and Portfolio Manager shall not be considered as partners or
participants in a joint venture. Portfolio Manager will pay its own expenses
for the services to be provided pursuant to this Agreement to the extent not
assumed by the Fund or Investment Manager above, and will not be obligated to
pay any expenses of the Fund, Investment Manager, or the Portfolio unless
Portfolio Manager is responsible for expenses incurred pursuant to Section 10
of this Agreement.
7. Purchase and Sale of Assets. Absent instructions from Investment Manager
to the contrary, Portfolio Manager shall place all orders for the purchase and
sale of securities for the Portfolio with brokers or dealers selected by
Portfolio Manager which may include brokers or dealers affiliated with
Portfolio Manager. Purchase or sell orders for the Portfolio may be aggregated
with contemporaneous purchase or sell orders of other clients of Portfolio
Manager. Portfolio Manager shall use its best efforts to obtain execution of
Portfolio transactions at prices which are advantageous to the Portfolio and
at commission rates that are reasonable in relation to the benefits received.
However, Portfolio Manager may select brokers or dealers on the basis that
they provide brokerage, research, or other services or products to the
Portfolio and/or other accounts serviced by Portfolio Manager. Portfolio
Manager may pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission or dealer spread
another broker or dealer would have charged for effecting that transaction if
Portfolio Manager determines in good faith that such amount of commission was
C-5
<PAGE>
reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker or dealer. This determination, with
respect to brokerage and research services or products, may be viewed in terms
of either that particular transaction or the overall responsibilities which
Portfolio Manager and its affiliates have with respect to the Portfolio and to
accounts over which they exercise investment discretion, and not all such
services or products may be used by Portfolio Manager in managing the
Portfolio.
8. Compensation of Portfolio Manager. Investment Manager shall pay to
Portfolio Manager a monthly fee in accordance with the fee schedule attached
to this Agreement. Monthly fees shall be calculated by Investment Manager
based upon the average daily net assets of the Portfolio (including cash or
cash equivalents) for the preceding month for investment advisory services
rendered during that preceding month, and shall be payable to Portfolio
Manager by the fifteenth day of the succeeding month. The fee for the first
month during which Portfolio Manager shall render investment advisory services
under this Agreement shall be based upon the number of days the account was
open in that month. If this Agreement is terminated, the fee shall be based
upon the number of days the account was open during the month in which the
Agreement is terminated.
9. Non-Exclusivity. Investment Manager and the Portfolio agree that the
services of Portfolio Manager are not to be deemed exclusive and that
Portfolio Manager and its affiliates are free to act as investment manager and
provide other services to various investment companies and other managed
accounts. Subject to Section 17j-1 of the 1940 Act, this Agreement shall not
in any way limit or restrict Portfolio Manager or any of its directors,
officers, employees, or agents from buying, selling, or trading any securities
or other investment instruments for its or their own account or for the
account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by
Portfolio Manager of its duties and obligations under this Agreement.
Investment Manager and the Portfolio recognize and agree that Portfolio
Manager may provide advice to or take action with respect to other clients,
which advice or action, including the timing and nature of such action, may
differ from or be identical to advice given or action taken with respect to
the Portfolio. Portfolio Manager shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Portfolio or Investment Manager
in any way or otherwise by deemed an agent of the Portfolio or Investment
Manager other than in furtherance of its duties and responsibilities as set
forth in this Agreement.
10. Liability. Except as may otherwise be required by the 1940 Act or the
rules thereunder or other federal securities laws, the Fund and Investment
Manager agree that Portfolio Manager, any affiliated person of Portfolio
Manager, and each person, if any, who, within the meaning of Section 15 of the
1933 Act, controls 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 Portfolio Manager's duties, or by reason of reckless disregard
of Portfolio Manager's obligations and duties under this Agreement. Investment
Manager and the Portfolio shall indemnify and hold harmless Portfolio Manager,
individually and as investment manager, from and against any and all third-
party claims (including reasonable attorneys' fees, with respect to counsel
reasonably satisfactory to Investment Manager or retained by Investment
Manager for Portfolio Manager), arising from or relating to the performance by
or obligations of Portfolio Manager as investment manager hereunder except to
the extent any such claims are caused by the gross negligence or will
misconduct of Portfolio Manager. Investment Manager acknowledges and agrees
that Portfolio Manager makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved
by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of Portfolio Manager, whether
public or private.
11. Termination. This Agreement shall remain in full force and effect for
one year from the date hereof, and is renewable annually thereafter by
agreement of the parties to this Agreement and by specific approval of the
Board of Trustees of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio. Any such renewal shall be approved by a
vote of a majority of the Trustees who are not interested persons under the
1940 Act, cast in person at a meeting called for the purpose of voting on such
renewal. However, any approval of this Agreement by the holders of a majority
of the outstanding shares (as defined in the 1940 Act) of the Portfolio shall
be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that
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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. This Agreement may be terminated without penalty, forfeiture,
compulsory buyout amount, or performance of any obligation that could deter
termination at any time by either party upon 60 days written notice to the
other party, and will automatically terminate in the event of its assignment,
as defined in the 1940 Act, or upon termination of the Investment Manager's
Agreement with the Fund.
12. Amendment. This Agreement may be amended only if such amendment is
specifically approved by (a) the vote of a majority of the outstanding voting
securities of the Portfolio, if required by applicable law, and (b) the vote
of a majority of those directors of the Portfolio who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
13. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, 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
Investment Manager's request, although Portfolio Manager may, at its own
expense, make and retain a copy of such records. Portfolio Manager further
agrees to preserve such records for the periods prescribed by Rule 31a-2 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.
14. Limitation and Liability. A copy of the Amended and Restated Agreement
and Declaration of Fund for the Fund is on file with the Secretary of the
Commonwealth of Massachusetts. 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.
15. Disclosure About Portfolio Manager. Portfolio Manager has reviewed the
Registration Statement for the Fund filed with the SEC on December 10, 1993
and represents and warrants that, with respect to the disclosure about
Portfolio Manager such Registration Statement contains, as of the date
thereof, 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. Portfolio
Manager further agrees to notify Investment Adviser and the Fund immediately
of any material fact known to Portfolio Manager respecting or relating to
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.
16. General.
(a) Portfolio Manager may perform its services through any employee,
officer, or agent of Portfolio Manager, and Investment Manager shall not be
entitled to the advice, recommendation, or judgment of any specific person.
(b) 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.
(c) If any term or provision or this Agreement or the application thereof to
any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
(d) This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Colorado exclusive of conflicts of laws, provided
that nothing herein shall be construed in a manner inconsistent with the 1940
Act, the Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
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<PAGE>
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
/s/ Thomas C. Sutton
By: _________________________________
Name: Thomas C. Sutton
Title: Chairman and Chief
Executive Officer
/s/ William D. Cvengros
By: _________________________________
Name: William D. Cvengros
Title: Chief Investment Officer
JANUS CAPITAL CORPORATION
/s/ Stephen L. Stieneker
By: _________________________________
Name: Stephen L. Stieneker
Title: Assist. Vice President
PACIFIC SELECT FUND
/s/ Thomas C. Sutton
By: _________________________________
Name: Thomas C. Sutton
Title: President
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<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Series: Growth LT Series
Fee:
If, at the end of the first six calendar months following the Growth LT
Series' commencement of operations, the Series reaches at least $50 million in
net assets, and during each of the next succeeding six calendar months,
maintains average daily net assets of at least $50 million, computed monthly,
based on the daily net assets during each succeeding calendar month,
respectively:
.55% on an annual basis of the Growth LT Series' average daily net assets
If, at the end of the first six calendar months following the Growth LT
Series' commencement of operations, the Series does not reach at least $50
million in net assets, or, during each of the next succeeding six calendar
months, does not maintain average daily net assets of at least $50 million,
computed monthly, based on the daily net assets during each succeeding
calendar month, respectively:
.60% on an annual basis of the first $100 million of the Growth LT
Series' average daily assets, retroactive to the Series' commencement of
operations.
.55% on an annual basis of the Growth LT Series' average daily net assets
in excess of $100 million.
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<PAGE>
EXHIBIT D
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 16th day of
December, 1993, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, J.P. Morgan
Investment Management Inc. ("J.P. Morgan Investment", "Portfolio Manager"), a
Delaware corporation, 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 Addendum is dated as of January 1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, two of which are
designated the Equity Income Portfolio and the Multi-Strategy Portfolio
(referred to as "Series" in the Agreement and hereinafter referred to as
"Portfolios");
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed J.P. Morgan Investment as Portfolio Manager to the Portfolios and
J.P. Morgan Investment has accepted such appointment;
WHEREAS, Pacific Mutual, J.P. Morgan Investment, and the Fund desire to
amend Section 5 of the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, J.P. Morgan Investment, and the
Fund that Section 5 of the Agreement be amended to read as follows:
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 based on the aggregate average daily net assets of
the Equity Income Portfolio and the Multi-Strategy Portfolio, at an annual
rate equal to .45% of the Portfolios' aggregate average daily net assets up
to $100 million, .40% of the Portfolios' aggregate average daily net assets
on the next $100 million, .35% of the Portfolios' aggregate average daily
net assets on the next $200 million, .30% of the Portfolios' aggregate
average daily net assets on the next $350 million, and .20% of the
Portfolios' aggregate average daily net assets in excess of $750 million.
This fee shall be computed and accrued daily and payable monthly.
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
<TABLE>
<S> <C>
PACIFIC MUTUAL LIFE INSURANCE
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
J.P. MORGAN INVESTMENT
MANAGEMENT INC.
_____________________________________ By: _________________________________
Attest: Title:
Title:
PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
</TABLE>
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<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 16 day of December, 1993 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and J.P. Morgan
Investment 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 series, with each such series representing interests in
a separate portfolio; and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Income Series and the Multi-Strategy Series, such
Series together with any other series 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 "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Series 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
Series, 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 two or more of the Series of the Fund,
and the Portfolio Manager is willing to furnish such services to such Series
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 J.P. Morgan
Investment Management Inc. to act as Portfolio Manager to the Equity Income
Series and the Multi-Strategy Series (the "Series") 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 series other than the Series, 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 series shall become a Series 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 Series and determine the composition of the assets
of the Series, including determination of the purchase, retention, or sale of
the securities, cash, and other investments for the Series. 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 Series' assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Series, when these
transactions should be executed, and what portion of the assets of the Series
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 Series. To the extent permitted by the
investment policies of
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<PAGE>
the Series, the Portfolio Manager shall make decisions for the Series 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 Series. The Portfolio Manager will provide the services under
this Agreement in accordance with the Series' investment objective or
objectives, investment policies, and investment restrictions as stated in the
Fund's Registration Statement filed on Form N-1A with the SEC, as supplemented
or amended from time to time, copies of which shall be sent to the Portfolio
Manager by the Adviser. In performing these duties, the Portfolio Manager:
(a) Will manage the Series in accordance with any guidelines provided by
the Adviser to the Portfolio Manager in writing. The Adviser will notify
the Portfolio Manager of any amendments to the Section 817(h) of the
Internal Revenue Code and Regulations issued thereunder. In managing the
Series 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, which counsel is also
reasonably acceptable to the Adviser.
(b) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations,
with any applicable procedures adopted by the Fund's Board of Trustees, and
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.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments
for the Series, 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 Series, 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 advise
the Portfolio Manager in writing 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 Series to
pay a broker or dealer, 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 Series 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 allocate the orders
placed by it on behalf of the Series to the Portfolio Manager if it 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 registered as a broker or dealer with the SEC or as a FCM with the
CFTC, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Series 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.
(d) May, on occasions when the purchase or sale of a security is deemed
to be in the best interest of a Series 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 Registration
Statement. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred
D-4
<PAGE>
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.
(e) Will, in connection with the purchase and sale of securities for the
Series, together with the Adviser, arrange for the transmission to the
custodian, and the recordkeeping agent for the Fund on a daily basis, such
confirmations, 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 Series, as may be
reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect
to the Series, 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,
recordkeeping agent, and, if required, the Adviser.
(f) 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 Series for which the custodian
and recordkeeping agent seek assistance from the Portfolio Manager or
identifies for review by the Portfolio Manager.
(g) Will make available to the Fund, and the Adviser promptly upon
request, any of the Series' 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 Investment Advisers Act of 1940, 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.
(h) Will regularly report to the Fund's Board of Trustees on the
investment program for the Series and the issuers and securities
represented in the Series' portfolio, and will furnish the Fund's Board of
Trustees with respect to the Series such periodic and special reports as
the Directors and the Adviser may reasonably request.
(i) 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, and will keep confidential any
information obtained pursuant to this 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.
(j) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
(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
D-5
<PAGE>
(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.
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
Portfolio Manager further represents and warrants that it is a duly registered
investment adviser under the Advisers Act and a duly registered investment
adviser in all states in which the Portfolio Manager is required to be
registered. 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. The Portfolio Manager agrees to provide the Adviser with current
copies of the Portfolio Manager's Form ADV, and any supplements or amendments
thereto, 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, unless the Portfolio Manager is responsible for an expense
under the standards specified in Section 13 of this Agreement, for the costs
of operating the Fund, including, without limitation, 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
Series' net assets;
(f) Expenses of obtaining portfolio activity reports for each Series;
(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 or governmental fees, if any, levied against the Fund or any of
its Series;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Series;
(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 prospectuses and reports of the Fund to its
shareholders, the filing of reports with regulatory bodies, the
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<PAGE>
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 certificates, if any, representing shares of
the Fund;
(o) Trustees' fees and expenses to 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 pro rata portion of the 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; 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 based on the aggregate average daily net assets of the
Equity Income Series and the Multi-Strategy Series, at an annual rate equal to
.45% of the Series' aggregate average daily net assets up to $100 million,
.40% of the Series' aggregate average daily net assets on the next $100
million, .35% of the Series' aggregate average daily net assets on the next
$200 million and .30% of the Series' aggregate average daily net assets above
$400 million. This fee shall be computed and accrued daily and payable
monthly.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
responsible for providing money for the initial capitalization of any Series.
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 may result in any of these
actions, (ii) that it believes that a Series has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code, and (iii) that it believes that the Series has ceased
to comply with the diversification provisions of Section 817(h) of the
Internal Revenue 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 any disclosure
in the Registration Statement with respect to the Portfolio Manager's
activities in connection with the Fund 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 Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal
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<PAGE>
Revenue Code, and (iii) upon having a reasonable basis for believing that the
Series has ceased to comply with the diversification provisions of Section
817(h) of the Internal Revenue 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 expressly
provided herein or authorized from time to time by the Fund and except as
otherwise contemplated herein, 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 Series 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-l 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 any action
hereunder taken on its behalf by the Portfolio Manager pursuant to guidelines
provided to Portfolio Manager in writing.
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 Series)
or from engaging in other activities.
13. Liability. Except 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 of the Portfolio Manager, and
each person, if any, who, within the meaning of Section 15 of the 1933 Act,
controls 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.
The Adviser shall indemnify and hold harmless Portfolio Manager,
individually and as investment manager, from and against any and all third-
party claims (including reasonable attorneys' fees, with respect to counsel
reasonably satisfactory to the Adviser or retained by the Adviser for
Portfolio Manager), arising from or relating to the performance by or
obligations of Portfolio Manager as investment manager hereunder except to the
extent any such claims are caused by the negligence or willful misconduct of
Portfolio Manager.
14. Duration and Termination. This Agreement shall become effective as of
January 1, 1994 and shall continue in effect for two years from such date and
continue thereafter on an annual basis with respect to the Series; 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 of the outstanding voting shares of each Series, 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 1940 Act) of the Fund,
the Adviser, or the Portfolio Manager, cast in person at a meeting called for
the purpose of
D-8
<PAGE>
voting on such approval. This Agreement may not be materially amended without
a majority vote of the outstanding shares (as defined in the 1940 Act) of the
Series. 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 Series, by vote of a
majority of the outstanding voting shares of such Series, 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 1940 Act) of a particular Series shall
be effective to continue this Agreement with respect to such Series
notwithstanding (a) that this Agreement has not been approved by the holders
of a majority of the outstanding shares of any other Series 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 Series 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(g), 2(i), 9, 10, 11, 13 and 15 of this
Agreement as well as any applicable provision of this Paragraph numbered 14
shall remain in effect.
15. Use of Name.
(a) It is understood that the name "Pacific Mutual Life Insurance Company"
or "Pacific Mutual", or "Pacific Select Fund" or "Pacific Select" 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 Series. Upon termination of the 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 J.P. Morgan 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 Series 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 Series. Upon termination of this Agreement
between the Adviser and the Portfolio Manager, the Fund and the Adviser shall
forthwith cease to use such name (or derivative or logo).
16. 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 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.
D-9
<PAGE>
17. 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 Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
(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 14 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.
D-10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
/s/ Diane N. Ledger /s/ Thomas C. Sutton
_____________________________________ By: _________________________________
Attest: Diane N. Ledger Title: Chairman and Chief
Title: Assistant Vice President Executive Officer
/s/ Diane N. Ledger /s/ William D. Cvengros
_____________________________________ By: _________________________________
Attest: Diane N. Ledger Title: Chief Investment Officer
Title: Assistant Vice President
J.P. MORGAN INVESTMENT
MANAGEMENT INC.
/s/ Mary E. Wagner /s/ Thomas Pernice
_____________________________________ By: _________________________________
Attest: Mary E. Wagner Title: Vice President
Title: Assistant Vice President
PACIFIC SELECT FUND
/s/ Diane N. Ledger /s/ Thomas C. Sutton
_____________________________________ By: _________________________________
Attest: Diane N. Ledger Title: President
Title: Vice President
D-11
<PAGE>
EXHIBIT E
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 5th day of
December, 1994, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, Smith Barney
Mutual Funds Management Inc. (formerly known as Mutual Management Corp.) on
behalf of its Greenwich Street Advisors Division ("Greenwich", "Portfolio
Manager"), a New York corporation, 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 Addendum is dated as of January
1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, two of which are
designated the Equity Portfolio and the Bond and Income Portfolio (referred to
as "Series" in the Agreement and hereinafter referred to as Portfolios);
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed Greenwich as Portfolio Manager to the Portfolios and Greenwich has
accepted such appointment;
WHEREAS, Pacific Mutual, Greenwich, and the Fund desire to amend Section 4
of the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, Greenwich, and the Fund that
Section 4 of the Agreement be amended to read as follows:
4. 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 based on the aggregate average daily net assets of the
Equity Portfolio and the Bond and Income Portfolio, at an annual rate equal to
.45% of the Portfolios' aggregate average daily net assets on the first $100
million, .40% of the Portfolios' aggregate average daily net assets on the
next $100 million, .35% of the Portfolios' aggregate average daily net assets
on the next $200 million, .30% of the Portfolios' aggregate average daily net
assets on the next $600 million, and .20% of the Portfolios' aggregate average
daily net assets in excess of $1 billion. This fee shall be computed and
accrued daily and payable monthly.
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
E-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
<TABLE>
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
<S> <C>
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
SMITH BARNEY MUTUAL FUNDS
MANAGEMENT INC.
_____________________________________ By: _________________________________
Attest: Title:
Title:
PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
</TABLE>
E-2
<PAGE>
FORM OF
TRANSFER AND ASSUMPTION OF
PORTFOLIO MANAGEMENT AGREEMENT
FOR
PACIFIC SELECT FUND
TRANSFER AND ASSUMPTION OF PORTFOLIO MANAGEMENT AGREEMENT, made as of the
31st day of December, 1994, by and among Pacific Mutual Life Insurance Company
("Adviser"), a California corporation, Pacific Select Fund (the "Fund"), a
Massachusetts Business Trust, Mutual Management Corp. ("MMC"), on behalf of
its Greenwich Street Advisors Division, a New York corporation, and Smith
Barney Mutual Funds Management Inc. ("SBMFM"), on behalf of its Greenwich
Street Advisors Division, a Delaware corporation.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Series and the Bond and Income Series, such Series
together with any other series subsequently established by the Fund, with
respect to which the Fund and Adviser desire to retain SBMFM to render
investment advisory services hereunder, and with respect to which SBMFM is
willing to do so, being herein collectively referred to also as the "Series";
and
WHEREAS, the Fund, Adviser, and MMC entered into a Portfolio Management
Agreement on December 5, 1994, under which MMC serves as the portfolio manager
(the "Portfolio Manager") for Series of the Fund; and
WHEREAS, MMC desires that its interest, rights, responsibilities and
obligations in and under the Portfolio Management Agreement be transferred to
SBMFM and SBMFM desires to assume MMC's interest, rights, responsibilities and
obligations in and under the Portfolio Management Agreement; and
WHEREAS, this Agreement does not result in a change of actual control or
management of the Portfolio Manager to the Series and, therefore, is not an
"assignment" as defined in Section 2(a)(4) of the Act nor an "assignment" for
the purposes of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Assignment. Effective as of December 31, 1994 (the "Effective Date"), MMC
hereby transfers to SBMFM all of MMC's interest, rights, responsibilities and
obligations in and under the Portfolio Management Agreement dated December 5,
1994, to which MMC is a party with the Fund and adviser.
2. Assumption and Performance of Duties. As of the Effective Date, SBMFM
hereby accepts all of MMC's interest and rights, and assumes and agrees to
perform all of MMC's responsibilities and obligations in and under the
Portfolio Management Agreement; SBMFM agrees to subject to all of the terms
and conditions of said Agreement; and SBMFM shall indemnify and hold harmless
MMC from any claim or demand made thereunder arising or incurred after the
Effective Date.
3. Representation of SBMFM. SBMFM represents and warrants that: (1) it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended; and (2) Smith Barney Holdings Inc. is its sole shareholder.
4. Consent. The Fund and Adviser hereby consent to this transfer by MMC to
SBMFM of MMC's interest, rights, responsibilities and obligations in and under
the Portfolio Management Agreement and to the acceptance and assumption by
SBMFM of the same. The Fund and the Adviser agree, subject to the terms and
conditions of
E-3
<PAGE>
said Agreement, to look solely to SBMFM for the performance of the Portfolio
Manager's responsibilities and obligations under said Agreement from and after
the Effective Date, and to recognize as inuring solely to SBMFM the interest
and rights heretofore held by MMC thereunder.
5. Limitation of Liability of Trustees, Officers, and Shareholders. It is
expressly agreed that the obligations of the Fund hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents, or
employees of the Fund, personally, but shall bind assets and trust property of
the Fund as provided in the Declaration of Trust of the Fund. The execution
and delivery of this Agreement have been authorized by the Trustees of the
Fund and signed by the President of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them, personally, but shall bind assets and trust property
of the Fund as provided in its Declaration of Trust.
6. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers hereunto duly attested.
PACIFIC SELECT FUND
/s/ Diane N. Ledger By: /s/ Thomas C. Sutton
_____________________________________ ___________________________________
Attest: Diane N. Ledger Thomas C. Sutton
President
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
/s/ Diane N. Ledger By: /s/ Thomas C. Sutton
_____________________________________ ___________________________________
Attest: Diane N. Ledger Thomas C. Sutton
Chairman and Chief Executive
Officer
/s/ Diane N. Ledger By: /s/ Glenn S. Schafer
_____________________________________ ___________________________________
Attest: Diane N. Ledger Glenn S. Schafer
Chief Financial Officer
E-4
<PAGE>
MUTUAL MANAGEMENT CORP.
/s/ Nancy W. LeDonne By: /s/ Stephen Treadway
_____________________________________ ___________________________________
Attest: Nancy W. LeDonne Title: Chairman and CEO
Stephen Treadway
SMITH BARNEY MUTUAL FUNDS MANAGEMENT
INC.
/s/ Nancy W. LeDonne By: /s/ Stephen Treadway
_____________________________________ ___________________________________
Attest: Nancy W. LeDonne Title: Chairman and CEO
Stephen Treadway
E-5
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 5th day of December, 1994 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and Mutual Management
Corp. on behalf of its Greenwich Street Advisors Division ("Portfolio
Manager"), a New York 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 series, with each such series representing interests in
a separate portfolio; and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Series and the Bond and Income Series, such Series
together with any other series 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 "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Series 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
Series, 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 of the Series of the Fund,
and the Portfolio Manager is willing to furnish such services to such Series
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 Greenwich Street
Advisors Division of Mutual Management Corp. to act as Portfolio Manager to
the Equity Series and the Bond and Income Series (the "Series") 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 series other than the Series, 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 series shall become a Series 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 Series and determine the composition of the assets
of the Series, including determination of the purchase, retention, or sale of
the securities, cash, and other investments for the Series. 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 Series' assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Series, when these
transactions should be executed, and what portion of the assets of the Series
should be held in the various securities and other investments in which it may
invest, and the Portfolio Manager is hereby authorized to
E-6
<PAGE>
execute and perform such services on behalf of the Series. The Portfolio
Manager will provide the services under this Agreement in accordance with the
Series' investment objective or objectives, investment policies, and
investment restrictions as stated in the Fund's Registration Statement filed
on Form N-1A with the SEC, as supplemented or amended from time to time,
copies of which shall be sent promptly to the Portfolio Manager by the
Adviser. 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. In performing these duties, the Portfolio Manager:
(a) Will (1) manage the Series so that it will qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code, (2)
manage the Series so as to ensure compliance by the Series with the
diversification requirements of Section 817(h) of the Internal Revenue Code
and Regulations issued thereunder, and (3) manage the Series so as to
ensure compliance with the Series' objectives, investment policies and
investment restrictions as stated in the Fund's Prospectus and Statement of
Additional Information. The Adviser will notify the Portfolio Manager of
any amendments to the Section 817(h) of the Internal Revenue Code and
Regulations issued thereunder. In managing the Series 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 comply with the Series' procedures, policies, and guidelines
adopted by the Fund's Board of Trustees pursuant to the rules and
regulations promulgated under the 1940 Act and/or federal or state laws
pertaining to investment vehicles underlying variable annuity or variable
life insurance contracts and releases and interpretations related thereto
(such Procedures, Policies and Guidelines to be furnished by the Fund to
the Portfolio Manager) and 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. The
Portfolio Manager shall be responsible for its compliance with the
Investment Advisers Act of 1940.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments
for the Series, 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 Series, 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 Series to pay a broker or dealer, 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 Series 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
allocate the orders placed by it on behalf of the Series to the Portfolio
Manager if it 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 registered as a broker or dealer with the SEC or as a
FCM with the CFTC, or to such brokers and dealers that also provide
research or statistical research and material, or other services to the
Series 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.
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<PAGE>
(d) May, on occasions when the purchase or sale of a security is deemed
to be in the best interest of a Series 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 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.
(e) Will, in connection with the purchase and sale of securities for the
Series, together with the Adviser, arrange for the transmission to the
custodian, and the recordkeeping agent for the Fund on a daily basis, such
confirmations, 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 Series, as may be
reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect
to the Series, 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,
recordkeeping agent, and, if required, the Adviser.
(f) 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 Series for which the custodian
and recordkeeping agent seek assistance from the Portfolio Manager or
identifies for review by the Portfolio Manager.
(g) Will make available to the Fund, and the Adviser promptly upon
request, any of the Series' 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 Investment Advisers Act of 1940, 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.
(h) Will regularly report to the Fund's Board of Trustees on the
investment program for the Series and the issuers and securities
represented in the Series' portfolio, and will furnish the Fund's Board of
Trustees with respect to the Series such periodic and special reports as
the Directors and the Adviser may reasonably request.
(i) 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, and will keep confidential any
information obtained pursuant to this 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.
(j) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
(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
E-8
<PAGE>
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.
(k) 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 Series.
3. 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, unless the Portfolio Manager is responsible for an expense
under the standards specified in Section 12 of this Agreement, 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
Series' net assets;
(f) Expenses of obtaining portfolio activity reports for each Series;
(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 or governmental fees, if any, levied against the Fund or any of
its Series;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Series;
(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 prospectuses 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 certificates, if any, representing shares of
the Fund;
E-9
<PAGE>
(o) Trustees' fees and expenses to 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 pro rata portion of the 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
(unless Portfolio Manager is responsible for such expenses under Section 14
of this Agreement) and the legal obligations of the Fund to indemnify its
trustees, officers, employees, shareholders, distributors, and agents with
respect thereto; and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
4. 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 at an annual rate equal to .50% of the Equity Series'
average daily net assets up to $500 million, .45% of average daily net assets
on the next $500 million and .40% of average daily net assets thereafter; and
.40% of the Bond and Income Series' average daily net assets up to $500
million, .35% of average daily net assets on the next $500 million and .30% of
average daily net assets thereafter. This fee shall be computed and accrued
daily and payable monthly.
5. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
responsible for providing money for the initial capitalization of any Series.
6. 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 may result in any of these
actions, (ii) upon having a reasonable basis for believing that a Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (iii) upon having a reasonable
basis for believing that the Series has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue 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 Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (iii) upon having a reasonable
basis for believing that the Series has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or
the Regulations thereunder.
7. 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 expressly
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.
E-10
<PAGE>
8. 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 Series 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-l 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.
9. 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.
10. 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.
11. 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 Series)
or from engaging in other activities.
12. Liability. Except 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 of the Portfolio Manager, and
each person, if any, who, within the meaning of Section 15 of the 1933 Act,
controls 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.
13. Duration and Termination. This Agreement shall become effective as of
December 31, 1994 and shall continue in effect for two years from such date
and continue thereafter on an annual basis with respect to the Series;
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 of the outstanding voting shares of each
Series, 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 1940 Act) 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 1940 Act) of the Series. 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 Series, by vote of a
majority of the outstanding voting shares of such Series, 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.
E-11
<PAGE>
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 1940 Act) of a particular Series shall
be effective to continue this Agreement with respect to such Series
notwithstanding (a) that this Agreement has not been approved by the holders
of a majority of the outstanding shares of any other Series 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 Series 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(g), 2(i), 8, 9, 10, 12, and 14 of this
Agreement as well as any applicable provision of this Paragraph numbered 13
shall remain in effect.
14. Use of Name.
(a) It is understood that the name "Pacific Mutual Life Insurance Company"
or "Pacific Mutual", or "Pacific Select Fund" or "Pacific Select" 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 Series. 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 "Greenwich Street Advisors Division of
Mutual Management Corp." 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 Series 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 Series. Upon termination of this Agreement between the Adviser and
the Portfolio Manager, the Fund and the Adviser shall forthwith cease to use
such name (or derivative or logo).
15. 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 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.
16. 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 Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
(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 13 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-12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
/s/ Diane N. Ledger /s/ William D. Cvengros
_____________________________________ By: _________________________________
Attest: Diane N. Ledger Name: William D. Cvengros
Title: Assistant Vice President Title: Chief Investment Officer
/s/ Diane N. Ledger /s/ Glenn S. Schafer
_____________________________________ By: _________________________________
Attest: Diane N. Ledger Name: Glenn S. Schafer
Title: Assistant Vice President Title: Chief Financial Officer
MUTUAL MANAGEMENT CORP.
/s/ Nancy W. LeDonne /s/ Stephen Treadway
_____________________________________ By: _________________________________
Attest: Nancy W. LeDonne Name: Stephen Treadway
Title: Assistant Secretary Title: Chairman and Chief
Executive Officer
PACIFIC SELECT FUND
/s/ Audrey L. Milfs /s/ Thomas C. Sutton
_____________________________________ By: _________________________________
Attest: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: President
E-13
<PAGE>
EXHIBIT F
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 27th day of
December, 1995, between Pacific Mutual Life Insurance Company ("Pacific
Mutual"), a life insurance company domiciled in California, Blairlogie Capital
Management ("Blairlogie", "Portfolio Manager"), a Scottish (U.K.) limited
partnership, 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 Addendum is dated as of January 1, 1997.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company;
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the Emerging Markets Portfolio ("Portfolio");
WHEREAS, pursuant to the Agreement, Pacific Mutual and the Fund have
appointed Blairlogie as Portfolio Manager to the Portfolio and Blairlogie has
accepted such appointment;
WHEREAS, Pacific Mutual, Blairlogie, and the Fund desire to amend the Fee
Schedule of the Portfolio Management Agreement;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among Pacific Mutual, Blairlogie, and the Fund that
the Fee Schedule of the Agreement be amended to read as follows:
PACIFIC SELECT FUND
FEE SCHEDULE
BLAIRLOGIE CAPITAL MANAGEMENT
Portfolio: Emerging Markets Portfolio
Fee: The Adviser will pay to the Portfolio Manager a fee based on the
average daily net assets of the Portfolio at an annual rate equal to:
.85% on the first $50 million;
.75% on the next $50 million;
.70% on the next $50 million;
.65% on the next $50 million;
.60% on the excess of $200 million.
F-1
<PAGE>
This Addendum shall take effect on January 1, 1997, provided it has been
approved by the requisite shareholder vote pursuant to the Investment Company
Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
<TABLE>
<S> <C>
PACIFIC MUTUAL LIFE INSURANCE
_____________________________________ By: _________________________________
Attest: Title: Chairman of the Board,
Title: Secretary Director and Chief Executive
Officer
BLAIRLOGIE CAPITAL MANAGEMENT
_____________________________________ By: _________________________________
Attest: Title:
Title
PACIFIC SELECT FUND
_____________________________________ By: _________________________________
Attest: Title: President and Chairman
Title: Secretary
</TABLE>
F-2
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 27th day of December, 1995 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and Blairlogie
Capital Management ("Portfolio Manager"), a Scottish (U.K.) limited
partnership, 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 Emerging Markets 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 Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act") and is
registered with and regulated by Investment Managers Regulatory Organization
("IMRO") in the United Kingdom; 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 Blairlogie Capital
Management to act as Portfolio Manager to the Emerging Markets 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 portfolio 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
F-3
<PAGE>
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
and Regulations issued thereunder. The Adviser will notify the Portfolio
Manager of any amendments to the 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) In managing the Portfolio or Portfolios, the Portfolio Manager shall
conform with (1) the 1940 Act and all rules and regulations thereunder, and
releases and interpretations related thereto, (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) 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,
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 allocate the orders placed by it on behalf of the
Portfolio to the Portfolio Manager if it 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 registered as a
broker or dealer with the SEC or as a FCM with the CFTC, 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
F-4
<PAGE>
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.
(d) 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 Funds 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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, 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.
F-5
<PAGE>
(j) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
(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.
(k) 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
Portfolio Manager further represents and warrants that it is a duly registered
investment adviser under the Advisers Act and a duly registered investment
adviser in all states in which the Portfolio Manager is required to be
registered. 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. The Portfolio Manager agrees to provide the Adviser with current
copies of the Portfolio Manager's Form ADV, and any supplements or amendments
thereto, 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
F-6
<PAGE>
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 prospectuses 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 pro rata portion of the 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.
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 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 Internal Revenue 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 Internal Revenue 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.
F-7
<PAGE>
(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 Internal Revenue 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 Internal Revenue 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 expressly
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
of the Portfolio Manager, and each person, if any, who, within the meaning of
Section 15 of the 1933 Act, controls 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 within the meaning of Section 2(a)(3) of the
1940 Act ("affiliated person") of the Adviser, and each person, if any, who,
within the meaning of Section 15 of the 1933 Act, controls ("controlling
person") the Adviser (collectively, "PM Indemnified Persons") against any and
all losses, claims, damages, liabilities or litigation
F-8
<PAGE>
(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 misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a PM 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 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 PM Indemnified Person);
provided, however, that in no case is the Portfolio Manager's indemnity in
favor of the Adviser or any affiliated person or controlling person of the
Adviser 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 within the meaning of Section 2(a)(3) of the 1940 Act 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 (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 which (i) may be based upon any
misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees
or representatives or any affiliate of or any person 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 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 1940 Act) 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 1940 Act) 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;
F-9
<PAGE>
(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 1940 Act) 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(g), 2(i), 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 Mutual Life Insurance Company"
or "Pacific Mutual", 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 "Blairlogie Capital Management" or
"Blairlogie" 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 Adviser and the
Portfolio Manager, the Fund and the Adviser shall forthwith cease to use such
name (or derivative or logo).
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 Investment Advisers Act of 1940 or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
(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.
F-10
<PAGE>
(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. Further, if there is a change in the general partner(s) of the
Portfolio Manager, the Portfolio Manager will promptly notify the Fund of such
change.
(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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
PACIFIC MUTUAL LIFE
INSURANCE COMPANY
<TABLE>
<S> <C>
Attest: /s/ Audrey L. Milfs By: /s/ Glenn S. Schafer
----------------------------- ---------------------------------
Title: Secretary Title: President
BLAIRLOGIE CAPITAL MANAGEMENT
By: Blairlogie Holdings Limited,
Its General Partner
Attest: /s/ Kate Morrison By: /s/ J. Robert Stephens
----------------------------- ---------------------------------
Title: Administration Manager Title: Director
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ TC Sutton
----------------------------- ---------------------------------
Title: Secretary Title: President and Chairman
</TABLE>
F-11
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Emerging Markets Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a fee at an annual rate equal
to:
.85% on the first $50 million of the Emerging Market Portfolio's
average daily net assets;
.75% on the next $50 million of the Emerging Market Portfolio's average
daily net assets;
.70% on the next $50 million of the Emerging Market Portfolio's average
daily net assets; and
.65% of the Emerging Market Portfolio's average daily net assets in
excess of $150 million;
F-12
<PAGE>
EXHIBIT G
OTHER INFORMATION REGARDING
PACIFIC INVESTMENT MANAGEMENT COMPANY
The directors and principal executive officer of Pacific Investment
Management Company ("PIMCO") and their principal occupations are as shown
below. The business address of each such person, unless otherwise indicated,
is Pacific Investment Management Company, 840 Newport Center Drive, Suite 360,
Post Office Box 6430, Newport Beach, CA 92658-6430.
<TABLE>
<CAPTION>
POSITION WITH PIMCO AND PRINCIPAL
NAME AND ADDRESS OCCUPATION
---------------- ---------------------------------
<C> <S>
William S. Thompson, Jr Chief Executive Officer and Managing
Director
David H. Edington Managing Director
William H. Gross Managing Director
John L. Hague Managing Director
Brent R. Harris Managing Director
Dean S. Meiling Managing Director
James F. Muzzy Managing Director
William F. Podlich III Managing Director
William C. Powers Managing Director
Frank B. Rabinovitch Managing Director
Benjamin L. Trosky Managing Director
</TABLE>
PIMCO also provides investment management services to several registered
investment companies having similar investment objectives and policies to
those of the Managed Bond Portfolio or the Government Securities Portfolio.
G-1
<PAGE>
The table below sets forth the name of each such investment company, its
approximate net assets, and the fees charged by PIMCO (as a percentage of
average daily net assets).
<TABLE>
<CAPTION>
APPROXIMATE
NAME OF NET ASSETS AS OF
INVESTMENT COMPANY 9/30/96 PORTFOLIO MANAGEMENT FEE
------------------ ---------------- ------------------------
<C> <C> <S>
MANAGED BOND PORTFOLIO
----------------------
PIMCO Funds $11,425,214,725 Annual Rate 0.25% of average daily
Total Return Fund net assets
The Harbor Group $ 270,142,145 Annual rate of 0.50% of average
Harbor Bond Fund daily net assets on first $25
million; 0.375% of average daily net
assets on next $25 million; 0.25% of
average daily net assets over $50
million
Prudential Securities TARGET $ 47,717,012 For each Fund individually: annual
Portfolio Trust rate of 0.25% of average daily net
Total Return Bond Portfolio assets
American Skandia Trust $ 332,639,346 Annual rate of 0.30% of average
Total Return Bond Portfolio daily net assets on first $150
million; 0.25% of average daily net
assets on assets over $150 million
paid monthly
Fremont Mutual Funds, Inc. $ 67,931,719 Annual rate of 0.25% of average
Total Return Fund daily net assets paid quarterly
PIMCO Advisors Funds $ 221,149,628 Annual rate of 0.25% of average
Total Return Income Fund daily net assets
GOVERNMENT SECURITIES PORTFOLIO
-------------------------------
PIMCO Funds $ 445,534,849 Annual rate of 0.25% of average
Total Return Fund II daily net assets
PIMCO Advisors Funds $ 259,233,642 Annual rate of 0.25% of average
U.S. Government Fund daily net assets
</TABLE>
G-2
<PAGE>
EXHIBIT H
OTHER INFORMATION REGARDING
COLUMBUS CIRCLE INVESTORS
The directors and principal executive officer of Columbus Circle Investors
("CCI") and their principal occupations are as shown below. The business
address of each such person, unless otherwise indicated, is Metro Center, One
Station Place, 8th Floor, Stamford Connecticut 06902.
<TABLE>
<CAPTION>
POSITION WITH COLUMBUS CIRCLE INVESTORS
NAME AND ADDRESS AND PRINCIPAL OCCUPATION
---------------- ---------------------------------------
<S> <C>
Irwin F. Smith Managing Director, Chairman and Chief Executive Officer
Donald A. Chiboucas Managing Director, President
Daniel S. Pickett Managing Director
Amy Mae Hogan Managing Director
Robert W. Fehrmann Managing Director
440 S. LaSalle
Chicago, IL 60605
Louis P. Celentano Managing Director
C. Paul Tyborowski Managing Director
Marc Felman Managing Director
Anthony Rizza Managing Director
</TABLE>
H-1
<PAGE>
EXHIBIT I
OTHER INFORMATION REGARDING
JANUS CAPITAL CORPORATION
The directors and principal executive officer of Janus Capital Corporation
("Janus") and their principal occupations are as shown below. The business
address of each such person, unless otherwise indicated, is 100 Fillmore
Street, Denver, Colorado 80206-4923.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH JANUS AND PRINCIPAL OCCUPATION
---------------- --------------------------------------------
<C> <S>
Thomas H. Bailey Chairman, President, Chief Executive Officer and
Director of Janus Capital Corporation; President
of Janus Investment Fund and Janus Aspen Series
James P. Craig, III Vice President, Chief Investment Officer and
Director of Janus Capital Corporation; Executive
Vice President of Janus Investment Fund and Janus
Aspen Series
Michael Stolper Director of Janus Capital Corporation; President
525 B Street, Suite 1080 of Stolper & Co.; President of Seaport Venture,
San Diego, CA Inc.
Michael E. Herman Director of Janus Capital Corporation; Chairman of
4900 Oak the Finance Committee of Ewing Marion Kauffman
Kansas City, MO Foundation; President of Kansas City Royals
Baseball Team
Thomas A. McDonnell Director of Janus Capital Corporation; President
1055 Broadway Chief Executive Officer, Treasurer and Director of
Kansas City, MO DST Systems Inc.; Executive Vice President and
Director of Kansas City Southern Industries, Inc.
Landon H. Rowland Director of Janus Capital Corporation; President
114 W. 11th St. and Chief Executive Officer of Kansas City
Kansas City, MO Southern Industries, Inc.
</TABLE>
I-1
<PAGE>
Janus also provides investment management services to several registered
investment companies having similar investment objectives and policies to
those of the Growth LT Portfolio.
The table below sets forth the name of each such investment company, its
approximate net assets, and the fees charged by Janus (as a percentage of
average daily net assets).
<TABLE>
<CAPTION>
APPROXIMATE NET
ASSETS AS OF 9/30/96
NAME OF INVESTMENT COMPANY (IN MILLIONS) PORTFOLIO MANAGEMENT FEE
-------------------------- -------------------- ------------------------
<S> <C> <C>
Janus Investment Fund $2,045.2 1.00% on first $30
Janus Mercury Fund million
.75% on next $270
million
.70% on next $200
million
.65% over $500 million
JNL Series Trust $ 25.1 .55% on first $100
JNL Aggressive Growth million
Series .50% on $100-500 million
.45% over $500 million
New England Funds Trust I $ 187.0 .55% on first $50
New England Star Advisers million
Fund .50 over $50 million
Sierra Trust Funds $ 270.8 .55% on first $100
Growth Fund million
.50% over $100 million
The Sierra Variable Trust $ 115.2 .55% on first $25
Growth Fund million
.50% over $25 million
</TABLE>
I-2
<PAGE>
EXHIBIT J
OTHER INFORMATION REGARDING
J.P. MORGAN INVESTMENT MANAGEMENT INC.
The directors and principal executive officer of J.P. Morgan Investment
Management, Inc. ("J.P. Morgan Investment") and their principal occupations
are as shown below. The business address of each such person, unless otherwise
indicated, is 522 Fifth Avenue, New York, New York 10036.
<TABLE>
<CAPTION>
POSITION WITH J.P. MORGAN INVESTMENT AND PRINCIPAL
NAME AND ADDRESS OCCUPATION
---------------- --------------------------------------------------
<C> <S>
Keith M. Schappert President and Chief Executive Officer, Director and
Managing Director
William L. Cobb, Jr. Vice Chairman, Director and Managing Director
Michael R. Granito Director and Managing Director
Kenneth W. Anderson Director and Managing Director
Robert A. Anselmi Director, Managing Director, General Counsel and
Secretary
Jean L. Brunel Director; Managing Director of Morgan Guaranty Trust
Company of New York
Thomas M. Luddy Director and Managing Director
Michael E. Patterson Director; Vice Chairman and Director of J.P. Morgan &
Company Inc.
C. Nicholas Potter Director and Chairman of the Board; Managing Director
of Morgan Guaranty Trust Company of New York
M. Steven Soltis Director and Managing Director
John R. Thomas Director; President, Director and Managing Director of
J.P. Morgan Trust Bank Ltd.
</TABLE>
J.P. Morgan Investment also provides investment management services to
several registered investment companies having similar investment objectives
and policies to those of the Equity Income Portfolio or the Multi-Strategy
Portfolio.
J-1
<PAGE>
The table below sets forth the name of each such investment company, its
approximate net assets, and the fees charged by J.P. Morgan Investment (as a
percentage of average daily net assets).
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AS OF
9/30/96
NAME OF INVESTMENT COMPANY (IN MILLIONS) PORTFOLIO MANAGEMENT FEE
-------------------------- ---------------- ------------------------
<S> <C> <C>
Northwestern Mutual Series Fund, $205.281 .45% on first $100 million
Inc.
Growth and Income Portfolio .40% on next $100 million
.35% on next $200 million
.30% on balance
COVA Series Trust $ 12.981 .50% on first $50 million
Select Equity Portfolio .40% on balance
Liberty All-Star Equity Fund $941.255 .40% on first $400 million
.35% on balance
Sierra Variable Trust--Growth $ 55.774 .45% on first $100 million
and Income Fund .40% on next $100 million
.35% on next $200 million
.30% on balance
Sierra Trust Funds--
Growth and Income Fund $248.580 .45% on first $100 million
.40% on next $100 million
.35% on next $200 million
.30% on balance
Alexander Hamilton Variable $ 4.224 .45%
Insurance Trust--Balanced Fund
Frank Russell Investment Company .35% on first $100 million
Equity Q Fund $262.458 .30% on next $100 million
Quantitative Equity Fund $205.975 .25% on balance
COVA Series Trust $ 15.833 .40%
Large Cap Stock Portfolio $ 8.749 .60%
Small Cap Stock Portfolio
</TABLE>
J-2
<PAGE>
EXHIBIT K
OTHER INFORMATION REGARDING
GREENWICH STREET ADVISORS
The directors and principal executive officers of Greenwich Street Advisors
("Greenwich") of Smith Barney Mutual Funds Management Inc. ("SBMFM") and their
principal occupations are as shown below. The business address of each such
person, unless otherwise indicated, is 388 Greenwich Street, 23rd Floor, New
York, New York 10013.
<TABLE>
<CAPTION>
POSITION WITH GREENWICH
NAME AND ADDRESS AND PRINCIPAL OCCUPATION
---------------- ------------------------
<C> <S>
Jessica Bibliowicz Chairman of the Board Chief Executive Officer of
SBMFM, Executive Vice President of Smith Barney Inc.
Heath B. McLendon President and Director of SBMFM; Manager
of Smith Barney Inc.
Lewis E. Daidone Director and Senior Vice President of SBMFM;
Managing Director of Smith Barney Inc.
A. George Saks Director of SBMFM; Executive Vice President,
Secretary and General Counsel of Smith Barney Inc.
Michael J. Day Treasurer of SBMFM; Managing Director
of Smith Barney Inc.
Bruce D. Sargent Director and Vice President of SBMFM, Managing
Director of Smith Barney Inc.
Christina T. Sydor Secretary and General Counsel of SBMFM; Managing
Director of Smith Barney Inc.
</TABLE>
Greenwich also provides investment management services to another registered
investment company having similar investment objectives and policies to those
of the Bond and Income Portfolio.
The table below sets forth the name of each such investment company, its
approximate net assets, and the fees charged by Greenwich (as a percentage of
average daily net assets).
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AS OF
9/30/96
NAME OF INVESTMENT COMPANY (IN MILLIONS) PORTFOLIO MANAGEMENT FEE
-------------------------- ---------------- ------------------------
<S> <C> <C>
Smith Barney Investment Funds $479 0.45% to $500 million;
Investment Grade Bond Fund 0.42% on excess
</TABLE>
K-1
<PAGE>
EXHIBIT L
OTHER INFORMATION REGARDING
BLAIRLOGIE CAPITAL MANAGEMENT
The directors and principal executive officer of Blairlogie Capital
Management ("Blairlogie") and their principal occupations are as shown below.
The business address of each such person, unless otherwise indicated, is 4th
Floor, 125 Princes Street, Edinburgh EH2 4AD, Scotland.
<TABLE>
<CAPTION>
POSITION WITH BLAIRLOGIE
CAPITAL MANAGEMENT
NAME AND ADDRESS AND PRINCIPAL OCCUPATION
---------------- ------------------------
<C> <S>
Gavin Dobson Managing Director and Chief
Executive Officer
James Smith Managing Director and Chief
Investment Officer
Robert Stephens Managing Director and Chief
Financial Officer
</TABLE>
Blairlogie also provides investment management services to another
registered investment company having similar investment objectives and
policies to those of the Emerging Markets Portfolio.
The table below sets forth the name of each such investment company, its
approximate net assets, and the fees charged by Blairlogie (as a percentage of
average daily net assets).
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AS OF
9/30/96
NAME OF INVESTMENT COMPANY (IN MILLIONS) PORTFOLIO MANAGEMENT FEE
-------------------------- ---------------- ------------------------
<S> <C> <C>
PIMCO Funds: Equity Advisors Series $68.6 .85%
Blairlogie Emerging Markets Fund
</TABLE>
L-1
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
MANAGED BOND PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE MANAGED BOND
PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR HER
VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT 2:00
P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE, NEWPORT
BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.A. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND PACIFIC INVESTMENT MANAGEMENT COMPANY ("PIMCO")
FOR THE MANAGED BOND PORTFOLIO THAT DECREASES THE PORTFOLIO MANAGEMENT FEE
PAID BY PACIFIC MUTUAL (AND NOT THE MANAGED BOND PORTFOLIO) TO PIMCO, WITH
NO CHANGE IN THE FEES PAYABLE BY THE MANAGED BOND PORTFOLIO TO PACIFIC
MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
GOVERNMENT SECURITIES PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON BEHALF
OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE GOVERNMENT
SECURITIES PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS
OR HER VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
AT 2:00 P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE,
NEWPORT BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.B. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND PACIFIC INVESTMENT MANAGEMENT COMPANY ("PIMCO")
FOR THE GOVERNMENT SECURITIES PORTFOLIO THAT DECREASES THE PORTFOLIO
MANAGEMENT FEE PAID BY PACIFIC MUTUAL (AND NOT THE GOVERNMENT SECURITIES
PORTFOLIO) TO PIMCO, WITH NO CHANGE IN THE FEES PAYABLE BY THE GOVERNMENT
SECURITIES PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
AGGRESSIVE EQUITY PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON BEHALF
OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE AGGRESSIVE EQUITY
PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR HER
VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT 2:00
P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE, NEWPORT
BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER DIRECTED
BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT FOR THE
MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION OF
PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.C. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND COLUMBUS CIRCLE INVESTORS ("CCI") FOR THE
AGGRESSIVE EQUITY PORTFOLIO THAT DECREASES THE PORTFOLIO MANAGEMENT FEE
PAID BY PACIFIC MUTUAL (AND NOT THE AGGRESSIVE EQUITY PORTFOLIO) TO CCI,
WITH NO CHANGE IN THE FEES PAYABLE BY THE AGGRESSIVE EQUITY PORTFOLIO TO
PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
96
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
GROWTH LT PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE GROWTH LT
PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR HER
VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT 2:00
P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE, NEWPORT
BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.D. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND JANUS CAPITAL CORPORATION ("JANUS") FOR THE GROWTH
LT PORTFOLIO THAT DECREASES THE PORTFOLIO MANAGEMENT FEE PAID BY PACIFIC
MUTUAL (AND NOT THE GROWTH LT PORTFOLIO) TO JANUS, WITH NO CHANGE IN THE
FEES PAYABLE BY THE GROWTH LT PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
EQUITY INCOME PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON BEHALF
OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE EQUITY INCOME
PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR HER
VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT 2:00
P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE, NEWPORT
BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER DIRECTED
BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT FOR THE
MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION OF
PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.E. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND J.P. MORGAN INVESTMENT MANAGEMENT ("J.P. MORGAN
INVESTMENT") FOR THE EQUITY INCOME PORTFOLIO THAT DECREASES THE PORTFOLIO
MANAGEMENT FEE PAID BY PACIFIC MUTUAL (AND NOT THE EQUITY INCOME PORTFOLIO)
TO J.P. MORGAN INVESTMENT, WITH NO CHANGE IN THE FEES PAYABLE BY THE EQUITY
INCOME PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
MULTI-STRATEGY PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE MULTI-
STRATEGY PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS
OR HER VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
AT 2:00 P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE,
NEWPORT BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.F. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND J.P. MORGAN INVESTMENT MANAGEMENT INC. ("J.P.
MORGAN INVESTMENT") FOR THE MULTI-STRATEGY PORTFOLIO THAT DECREASES THE
PORTFOLIO MANAGEMENT FEE PAID BY PACIFIC MUTUAL (AND NOT THE MULTI-STRATEGY
PORTFOLIO) TO J.P. MORGAN INVESTMENT, WITH NO CHANGE IN THE FEES PAYABLE BY
THE MULTI-STRATEGY PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
EQUITY PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE EQUITY
PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR HER
VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT 2:00
P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE, NEWPORT
BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.G. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND GREENWICH STREET ADVISORS OF SMITH BARNEY MUTUAL
FUNDS MANAGEMENT INC. ("GREENWICH") FOR THE EQUITY PORTFOLIO THAT DECREASES
THE PORTFOLIO MANAGEMENT FEE PAID BY PACIFIC MUTUAL (AND NOT THE EQUITY
PORTFOLIO) TO GREENWICH, WITH NO CHANGE IN THE FEES PAYABLE BY THE EQUITY
PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
BOND AND INCOME PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE BOND
AND INCOME PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS
OR HER VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
AT 2:00 P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE,
NEWPORT BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.H. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND GREENWICH STREET ADVISORS OF SMITH BARNEY MUTUAL
FUNDS MANAGEMENT INC. ("GREENWICH") FOR THE BOND AND INCOME PORTFOLIO THAT
DECREASES THE PORTFOLIO MANAGEMENT FEE PAID BY PACIFIC MUTUAL (AND NOT THE
BOND AND INCOME PORTFOLIO) TO GREENWICH, WITH NO CHANGE IN THE FEES PAYABLE
BY THE BOND AND INCOME PORTFOLIO TO PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
VOTING INSTRUCTION/PROXY
PACIFIC SELECT FUND
EMERGING MARKETS PORTFOLIO
THE UNDERSIGNED OWNER OF A VARIABLE LIFE INSURANCE POLICY OR VARIABLE ANNUITY
CONTRACT (COLLECTIVELY, "VARIABLE CONTRACTS") ISSUED OR ADMINISTERED BY PACIFIC
MUTUAL LIFE INSURANCE COMPANY ("PACIFIC MUTUAL") OR PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY ("PACIFIC CORINTHIAN"), AND FUNDED BY SEPARATE ACCOUNTS OF
PACIFIC MUTUAL OR PACIFIC CORINTHIAN, HEREBY INSTRUCTS PACIFIC MUTUAL, ON
BEHALF OF THE PERTINENT SEPARATE ACCOUNT, TO VOTE THE SHARES OF THE EMERGING
MARKETS PORTFOLIO OF THE PACIFIC SELECT FUND (THE "FUND") ATTRIBUTABLE TO HIS OR
HER VARIABLE CONTRACT AT THE MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT
2:00 P.M., PACIFIC TIME, ON DECEMBER 17, 1996, AT 700 NEWPORT CENTER DRIVE,
NEWPORT BEACH, CALIFORNIA, 92660, AND AT ANY ADJOURNMENT THEREOF. IN THE MANNER
DIRECTED BELOW WITH RESPECT TO THE MATTERS REFERRED TO IN THE PROXY STATEMENT
FOR THE MEETING, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN THE DISCRETION
OF PACIFIC MUTUAL UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
I.I. TO APPROVE AN ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT AMONG THE
FUND, PACIFIC MUTUAL AND BLAIRLOGIE CAPITAL MANAGEMENT ("BLAIRLOGIE") FOR
THE EMERGING MARKETS PORTFOLIO THAT DECREASES THE PORTFOLIO MANAGEMENT FEE
PAID BY PACIFIC MUTUAL (AND NOT THE EMERGING MARKETS PORTFOLIO) TO
BLAIRLOGIE, WITH NO CHANGE IN THE FEES PAYABLE BY THE EMERGING PORTFOLIO TO
PACIFIC MUTUAL.
__________ FOR __________ AGAINST __________ ABSTAIN
THIS VOTING INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. IF THIS VOTING
INSTRUCTION IS NOT RETURNED OR IS NOT RETURNED PROPERLY EXECUTED, SUCH VOTES
WILL BE CAST BY PACIFIC MUTUAL ON BEHALF OF THE PERTINENT SEPARATE ACCOUNT IN
THE SAME PROPORTION AS IT VOTES SHARES HELD BY THAT SEPARATE ACCOUNT FOR WHICH
IT HAS RECEIVED INSTRUCTIONS FROM VARIABLE CONTRACT OWNERS.
CONTRACT: SHARES: RECEIPT OF THE NOTICE OF MEETING AND
PROXY STATEMENT IS HEREBY ACKNOWLEDGED:
DATED: __________________________, 1996
________________________________________
________________________________________
SIGNATURE OF CONTRACTOWNER(S)
THIS VOTING INSTRUCTION SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEARS HEREON.
IF AS AN ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME REPRESENTATIVE CAPACITY OR AS
AN OFFICER OF A CORPORATION, PLEASE ADD TITLE AS SUCH. JOINT OWNERS MUST EACH
SIGN.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED
ENVELOPE.
