<PAGE>
As filed with the Securities and Exchange Commission on May 16, 1997
Registration No. 33-13954
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ________ [ ]
Post-Effective Amendment No. 20 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 21 [X]
(Check appropriate box or boxes)
Pacific Select Fund
(Exact Name of Registrant as Specified in Charter)
700 Newport Center Drive, P.O. Box 7500, Newport Beach, CA 92660
(Address of Principal Executive Offices ) (Zip Code)
Registrant's Telephone Number: (714) 640-3743
Diane N. Ledger
Vice President of
Pacific Mutual Life Insurance Company
700 Newport Center Drive
Post Office Box 9000
Newport Beach, CA 92660
(Name and Address of Agent for Service)
Copies to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1500 K Street, N.W., Suite 500
Washington, D.C. 20005
[X] It is proposed that this filing will become effective on July 15, 1997
pursuant to paragraph (a)(1) of Rule 485.
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940, filed its Rule 24f-2 Notice of the fiscal year ended December 31, 1996
on February 27, 1997 and will file its Rule 24f-2 Notice for the fiscal year
ending December 31, 1997 within the time period required by Section 24 of the
Investment Company Act of 1940 and applicable regulations thereunder.
================================================================================
<PAGE>
CROSS-REFERENCE SHEET
REQUIRED BY RULE 495
UNDER THE SECURITIES ACT OF 1933
PART A
<TABLE>
<CAPTION>
Form N-1A
Item Number Caption in Prospectus
<S> <C>
1. Prospectus front cover
2. Prospectus Synopsis
3. Financial Highlights
4. Investment Objectives and Policies; Description of
Securities and Investment Techniques; Investment
Restrictions; Other Information
5A. N/A
5. Management of the Fund; Portfolio Transactions
6. Other Information
7. Purchase of Shares
8. Redemption of Shares
9. N/A
PART B
Form N-1A Caption in Statement
Item Number of Additional Information
10. Statement of Additional Information front cover
11. Table of Contents
12. N/A
13. Description of Securities and Investment Techniques;
Investment Restrictions
</TABLE>
<PAGE>
14. Management of the Fund
15. Portfolio Transactions and Brokerage
16. Investment Adviser; Portfolio Management Agreements
17. Portfolio Transactions and Brokerage
18. Description of Securities and Investment Techniques
19. Purchases and Redemptions
20. Taxation
21. Distribution of Fund Shares
22. Performance Information
23. Financial Statements
PART C
Form N-1A
Item Number Caption in Part C
24. Financial Statements and Exhibits
25. Persons Controlled by or Under Common Control with
Registrant
26. Number of Holders of Securities
27. Indemnification
28. Business and Other Connections of Investment Adviser
29. Principal Underwriters
30. Location of Accounts and Records
31. Management Services
32. Undertakings
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-97-000728, as filed on April
25, 1997, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-97-000728, as filed on April
25, 1997, and incorporated by reference herein.)
<PAGE>
SUPPLEMENT DATED MAY 16, 1997 TO THE
PROSPECTUS FOR PACIFIC SELECT FUND ("THE FUND") DATED MAY 1, 1997
("PROSPECTUS")
NEW PORTFOLIO MANAGER FOR THE INTERNATIONAL PORTFOLIO
Templeton Investment Counsel, Inc. ("Templeton"), the Fund and Pacific
Mutual Life Insurance Company, the Fund's Adviser, have mutually agreed that
Templeton will no longer serve as Portfolio Manager of the International
Portfolio effective May 31, 1997. Morgan Stanley Asset Management Inc.
("Morgan Stanley"), a wholly-owned subsidiary of Morgan Stanley Group Inc.,
will become the Portfolio Manager for the International Portfolio effective
June 1, 1997 pursuant to a portfolio management agreement with the Adviser and
the Fund. The new portfolio management agreement was approved by the Board of
Trustees, including a majority of the Trustees who are not parties to the new
portfolio management agreement or interested persons of such parties, at a
meeting held on May 15, 1997. Variable Contract Owners having an interest in
the International Portfolio will be asked at an upcoming special meeting of
Shareholders to approve the new portfolio management agreement with Morgan
Stanley.
Morgan Stanley's address is 1221 Avenue of the Americas, New York, New York
10020. Morgan Stanley, together with its affiliated asset management
companies, conducts a worldwide portfolio management business and provides a
broad range of portfolio management services to customers in the United States
and abroad. As of February 28, 1997 Morgan Stanley, together with its
affiliated asset management companies, had approximately $176.9 billion in
assets under management as an investment manager or as a fiduciary adviser.
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to
form Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is
the direct parent of Morgan Stanley. Subject to certain conditions being met,
it is currently anticipated that the transaction will close in mid-1997.
Thereafter, Morgan Stanley will be a subsidiary of Morgan Stanley, Dean
Witter, Discover & Co.
Pacific Mutual Life will pay Morgan Stanley a fee at an annual rate of .35%
based on the average daily net assets of the International Portfolio. The
advisory fee paid to Pacific Mutual Life by the International Portfolio will
not change.
Francine J. Bovich, a Principal of Morgan Stanley, will be primarily
responsible for the day-to-day investment management and implementation of
Morgan Stanley's investment strategy for the International Portfolio. Prior to
joining Morgan Stanley in 1993, Ms. Bovich was a Principal and Executive Vice
President of Westwood Management Corp., a registered investment adviser from
1986-1993. Before joining Westwood, she was a Managing Director of Citicorp
Investment Management, Inc. (now Chancellor Capital Management), where she was
responsible for the Institutional Investment Management group. Ms. Bovich
began her investment career with Bankers Trust Company (1973-1989). She holds
a B.A. in Economics from Connecticut College and an M.B.A. in Finance from New
York University.
Following the assumption of portfolio management duties by Morgan Stanley,
significant portfolio turnover may occur in connection with a restructuring of
the Portfolio's holdings to reflect the management style of Morgan Stanley.
Such restructuring may result in increased transactional costs for the
Portfolio.
PRIOR PERFORMANCE OF COMPARABLE ACCOUNTS MANAGED BY MORGAN STANLEY
The table below sets forth composite performance data relating to the
historical performance of four accounts, including two advisory accounts, one
mutual fund and a pooled trust, managed by Morgan Stanley that have investment
objectives, policies, strategies and risks substantially similar, although not
identical, to those of the Fund's International Portfolio. The composite
includes all of the accounts with assets in excess of $25 million managed by
Morgan Stanley that have substantially similar investment objectives and
policies to those of the Portfolio. The data is provided to illustrate the
past performance of Morgan Stanley in managing substantially
<PAGE>
similar accounts but does not represent the performance of the International
Portfolio. The table below also sets forth the performance of the
International Portfolio and the performance of the Morgan Stanley Capital
International European, Australian and Far East Index ("MSCI EAFE") for the
periods shown. The performance data for the International Portfolio reflects
the Portfolio's fees and expenses.
In comparing the performance of the comparable accounts managed by Morgan
Stanley to the performance of the International Portfolio, it should be noted
that the country weighting of the Morgan Stanley accounts varied in certain
respects from those of the International Portfolio. During the periods shown,
the comparable accounts managed by Morgan Stanley were not invested in
emerging market countries, whereas the International Portfolio frequently
invested in emerging markets. Also, the weighting of securities issued by
companies located in Japan held by the Morgan Stanley accounts was
significantly greater than the weighting of Japanese securities held by the
International Portfolio. It is expected that under Morgan Stanley, the
allocation of assets among various countries for the International Portfolio
will be more closely correlated with the weighting of countries in the MSCI
EAFE Index. Morgan Stanley has advised the Fund that it does make strategic
country weighting allocations away from the EAFE Index in seeking relative
outperformance, but it is expected that Morgan Stanley normally would not
invest in emerging market countries.
The figures shown for Morgan Stanley's composite performance of comparable
accounts are based on gross results that are adjusted to reflect the fees and
expenses of the International Portfolio for the periods shown. The composite
performance figures also reflect the inclusion of any dividends and interest
income received, the deduction of any brokerage commissions, and other related
portfolio transaction expenses which are generally reflected as part of the
cost of a security. The composite data was calculated in accordance with
recommended standards of the Association for Investment Management and
Research ("AIMR"), retroactively applied to all time periods. The composite
investment results are unaudited.
Because of the differences in computation methods, such as the method or
frequency of reinvesting dividends or measuring gains, the data for the
comparable accounts shown below may not be precisely comparable to performance
data for the International Portfolio. In addition, the performance data for
the advisory accounts and pooled trust included in the composite may not be
representative of the International Portfolio because those accounts are not
subject to the obligation to redeem shares upon request and to meet
diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolio by the 1940 Act or Subchapter M of the
Internal Revenue Code, which, if imposed, could have adversely affected the
performance. In addition, if the asset size of the comparable accounts varies
from that of the International Portfolio, this might reduce the comparability
of the International Portfolio's performance to that of the comparable
accounts. Moreover, the International Portfolio's current and future
investments are not and will not necessarily be identical to those of the
comparable accounts. Investors should also be aware that the use of a
methodology different from that used to calculate these composite returns
could result in different performance data.
The investment results presented below are not intended to predict or
suggest the returns that might be experienced by the International Portfolio
or an individual investor investing in the International Portfolio.
THE FOLLOWING PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION FOR SEPARATE
ACCOUNT OR CONTRACT LEVEL CHARGES.
<PAGE>
TOTAL RETURN FOR MSCI EAFE, MORGAN STANLEY COMPARABLE ACCOUNTS
AND INTERNATIONAL PORTFOLIO FOR THE PERIODS SHOWN
<TABLE>
<CAPTION>
MORGAN STANLEY INTERNATIONAL PORTFOLIO
MSCI EAFE ("EAFE") COMPARABLE ACCOUNTS ("MSCA") ("INTERNATIONAL")
---------------------------------- ---------------------------------- ----------------------------------
INCEPTION ROLLING ROLLING INCEPTION ROLLING ROLLING INCEPTION ROLLING ROLLING
MONTHLY TO DATE QUARTER 12 MONTH MONTHLY TO DATE QUARTER 12 MONTH MONTHLY TO DATE QUARTER 12 MONTH
RETURN RETURN** RETURN RETURN RETURN RETURN** RETURN RETURN RETURN RETURN** RETURN RETURN
------- --------- ------- -------- ------- --------- ------- -------- ------- --------- ------- --------
% % % % % % % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
June 1995 -1.75 -1.75 -0.56 -0.56 1.14 1.14
July 6.23 4.36 5.60 5.01 4.30 5.49
August -3.81 0.38 0.38 -0.88 4.10 4.10 -3.10 2.22 2.23
September 1.95 2.34 4.17 0.59 4.72 5.31 1.69 3.95 2.78
October -2.69 -0.41 -4.57 -2.15 2.46 -2.44 -3.08 0.74 -4.50
November 2.78 2.36 1.97 1.71 4.22 0.10 0.78 1.53 0.10
December 4.03 6.49 4.05 2.98 7.36 2.49 1.41 2.96 0.58
- ---------------- ---------------------------------- ---------------------------------- ----------------------------------
January 1996 0.41 6.93 7.36 4.15 11.84 9.10 3.14 6.20 7.04
February 0.34 7.29 4.81 -0.15 11.69 7.11 1.77 8.07 7.25
March 2.12 9.57 2.89 1.13 12.96 5.17 0.13 8.22 5.11
April 2.91 12.75 5.45 4.35 17.93 5.38 3.58 12.09 5.55
May -1.84 10.68 3.16 10.68 -0.83 16.96 4.65 16.96 1.11 13.33 4.86 15.07
June 0.56 11.30 1.58 13.28 1.03 18.19 4.55 18.84 0.34 13.72 5.08 14.16
July -2.92 8.04 -4.17 3.53 -4.65 12.65 -4.49 7.20 -2.94 10.38 -1.53 6.24
August 0.22 8.28 -2.16 7.87 0.89 13.68 -2.82 9.13 3.40 14.13 0.71 13.37
September 2.66 11.16 -0.13 8.61 3.19 17.37 -0.73 11.98 1.50 15.84 1.87 13.15
October -1.02 10.02 1.83 10.47 -1.24 15.91 2.82 13.03 1.61 17.71 6.64 18.63
November 3.98 14.40 5.65 11.76 4.69 21.44 6.70 16.37 4.66 23.19 7.94 22.25
December -1.29 12.93 1.59 6.05 0.23 21.75 3.64 13.24 1.86 25.48 8.33 21.89
- ---------------- ---------------------------------- ---------------------------------- ----------------------------------
January 1997 -3.50 8.97 -0.95 1.92 -0.42 21.25 4.50 8.23 2.12 28.14 8.87 20.68
February 1.64 10.76 -3.18 3.24 2.10 23.85 1.91 10.68 1.31 29.82 5.38 20.13
March 0.36 11.16 -1.56 1.46 0.40 24.38 2.07 9.88 1.01 31.13 4.49 21.17
April 0.53 11.75 2.55 -0.89 1.08 25.77 3.62 6.40 -0.26 30.79 2.06 16.69
- --------------------------------------------------------------------------------------------------------------------------
1 Year Return to
3/31/97: 1.46% 9.88% 21.17%
Average Annual
Return Since
Inception** to
3/31/97: 5.94% 12.62% 15.91%
Cumulative
Return Since
Inception** to
3/31/97: 11.16% 24.38% 31.13%
1 Year Return to
4/30/97: -0.89% 6.40% 16.69%
Average Annual
Return Since
Inception** to
4/30/97: 5.97% 12.70% 15.02%
Cumulative
Return Since
Inception** to
4/30/97: 11.75% 25.77% 30.79%
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Inception Rolling Rolling
Monthly To Date Quarter 12 Month
Ratios Return Return** Return Return
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
% of number of times MSCA outperformed EAFE by total number of periods measured: 64% 100% 70% 100% Through
3/31/97
Number of times MSCA outperformed EAFE by total number of periods measured: (14/22) (22/22) (14/20) (11/11)
% of number of times MSCA outperformed EAFE by total number of periods measured: 65% 100% 71% 100% Through
4/30/97
Number of times MSCA outperformed EAFE by total number of periods measured: (15/23) (23/23) (15/21) (12/12)
- ------------------------------------------------------------------------------------------------------------------------------------
% of number of times MSCA outperformed International by total number of periods
measured: 55% 59% 30% 27% Through
Number of times MSCA outperformed International by total number of periods 3/31/97
measured: (12/22) (13/22) (6/20) (3/11)
% of number of times MSCA outperformed International by total number of periods
measured: 57% 57% 33% 25% Through
Number of times MSCA outperformed International by total number of periods 4/30/97
measured: (13/23) (13/23) (7/21) (3/12)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
** Returns are since June 1, 1995, the date the first comparable account
managed by Morgan Stanley began operations.
<PAGE>
PACIFIC SELECT FUND
Part C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A:
Financial Highlights
Part B:
The following audited financial statements are incorporated
by reference in Part B from the Annual Report of the Fund
dated as of December 31, 1996:
(1) Statements of Assets and Liabilities
(2) Statements of Operations
(3) Statements of Changes in Net Assets
(4) Notes to Financial Statements
(5) Financial Highlights
(6) Portfolio of Investments
(b) Exhibits
(1)(a) Agreement and Declaration of Trust****
(1)(b) Establishment and Designation of Shares of
Beneficial Interest in the Equity Index Series*
(2) By-Laws of Registrant*
(3) Not Applicable
(4) Instruments Defining Rights of Holders of
Securities*
(5)(a) Investment Advisory Agreement*
(5)(b) Portfolio Management Agreement - Capital Guardian
Trust Company*
(5)(c) Portfolio Management Agreement - Bankers Trust
Company*
(5)(d) Portfolio Management Agreement - J.P. Morgan
Investment Management Inc.*
(5)(e) Portfolio Management Agreement - Janus Capital
Corporation*
(5)(f) Portfolio Management Agreement - Templeton
Investment Counsel, Inc.*
(5)(g) Portfolio Management Agreement - Greenwich Street
Advisors*
(5)(h) Transfer and Assumption Agreement - Greenwich
Street Advisors*
II-1
<PAGE>
(5)(i) Portfolio Management Agreement - Pacific
Investment Management Company*
(5)(j) Portfolio Management Agreement - Blairlogie
Capital Management*
(5)(k) Portfolio Management Agreement - Columbus
Circle Investors*
(5)(l) Addendum to Portfolio Management Agreement -
Janus Capital Corporation*****
(5)(m) Addendum to Portfolio Management Agreement -
J.P. Morgan Investment Management Inc.*****
(5)(n) Addendum to Portfolio Management Agreement -
Greenwich Street Advisors*****
(5)(o) Addendum to Portfolio Management Agreement -
Pacific Investment Management Company*****
(5)(p) Addendum to Portfolio Management Agreement -
Blairlogie Capital Management*****
(5)(q) Addendum to Portfolio Management Agreement -
Columbus Circle Investors*****
(5)(r) Form of Portfolio Management Agreement - Morgan
Stanley Asset Management Inc.
(6)(a) Distribution Agreement*
(7) Not Applicable
(8)(a) Custodian Agreement*
(8)(b) Custodian Agreement Fee Schedule*****
(9)(a) Agency Agreement*
(9)(b) Participation Agreement*
(9)(c) Participation Agreement with Pacific Corinthian
Life Insurance Company*
(9)(d) Agreement for Support Services**
(10) Opinion and Consent of Counsel*
(11) Independent Auditor's Consent
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Performance Quotation Computations *****
(17) Financial Data Schedules - December 31, 1996
(18) Not Applicable
- ------------
* Included in Registrant's Form Type N1A/A, Accession No. 0000898430-95-
002463 filed on November 22, 1995 and incorporated by reference herein.
** Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000275 filed on February 1, 1996 and incorporated by reference herein.
*** Included in Registrant's Form Type N-30D, Accession No. 0001017062-97-
000271 filed on February 18, 1997 and incorporated by reference herein.
**** Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000919 filed on March 22, 1996 and incorporated by reference herein.
***** Included in Registrant's Form Type N1A/A, Accession No. 0001017062-97-
000728 filed on April 25, 1997, and incorporated by reference herein.
Item 25. Persons Controlled by or Under Common Control with Registrant
-------------------------------------------------------------
Pacific Mutual Life Insurance Company, on its own behalf and on behalf of
its Separate Account A, Separate Account B, Pacific Select Variable Annuity,
Pacific Select Exec, Pacific COLI, and Pacific Select Separate Accounts
("Separate Accounts"), and its affiliate, Pacific Corinthian Life Insurance
Company on behalf of its Pacific Corinthian Variable Account ("Separate
Account") owns all of the outstanding shares of the Series of Registrant.
Pacific Mutual Life Insurance Company will vote fund shares in accordance with
instructions received from Policy Owners having interests in the Variable
Accounts of its Separate Accounts, and Pacific Corinthian Life Insurance Company
will vote fund shares in accordance with instructions received from Policy
Owners having interests in the Variable Accounts of its Separate Account.
Item 26. Numbers of Holders of Securities
--------------------------------
Pacific Mutual Life Insurance Company, on its own behalf and on behalf of
its Separate Account A, Separate Account B, Pacific Select, Pacific Select
Variable Annuity, Pacific Select Exec and Pacific COLI Separate Accounts, and
its affiliate Pacific Corinthian Life Insurance Company on behalf of its Pacific
Corinthian Variable Account are the sole record owners of securities registered
pursuant to this registration statement.
Item 27. Indemnification
---------------
II-2
<PAGE>
Reference is made to Article V of the Registrant's Declaration of
Trust.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Act") may be permitted to trustees, officers and controlling persons
of the Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, officers or controlling
persons of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such trustees, officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Each investment adviser, and the trustees or directors and officers of each
investment adviser and their business and other connections are as follows:
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Mutual Insurance Company
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Mutual Thomas C. Sutton Director, Chairman of the Board and Chief
Executive Officer of Pacific Mutual Life
Insurance Company, January, 1990 to
present; Director of Pacific Corinthian
Life Insurance Company; Director of: Cadence
Capital Management Corporation, Mutual
Service Corporation, NFJ Investment
Group, Inc., Pacific Mutual Distributors,
Inc., Pacific Financial Asset Management
Corporation, Pacific Investment Management
Company, Pacific Mutual Realty Finance,
Inc., PM Group Life Insurance Co.; PM
Realty Advisors, Inc.; Director of
Newhall Land & Farming; Edison International;
The Irvine Company and Chairman of the
American Council of Life Insurance.
Pacific Mutual Richard M. Ferry Director of Pacific Mutual Life Insurance
Company, 1986 to present; Chairman of:
Korn/Ferry International; Director of:
Korn/Ferry International; Avery Dennison
Corporation; ConAm Management; First
Business Bank; Northwestern Restaurants,
Inc.; Dole Food Company; Mullin
Consulting Inc.; Broco, Inc.
Pacific Mutual Donald E. Guinn Director of Pacific Mutual Life Insurance
Company, 1984 to present; Chairman
Emeritus and Director of: Pacific Telesis
Group; Director of: The Dial Corporation; Bank
of America NT&SA; BankAmerica Corporation
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Mutual Ignacio E. Lozano, Jr. Director of Pacific Mutual Life Insurance
Company, March 1988 to present;
Chairman and former Editor-in-Chief of La
Opinion; Director of: BankAmerica
Corporation; Bank of America NT&SA;
Pacific Enterprises; The Walt Disney
Company
Pacific Mutual Charles A. Lynch Director of Pacific Mutual Life Insurance
Company, 1985 to present; Chairman and
former CEO of Fresh Choice, Inc.; Director
of: Nordstrom, Inc.; PST Vans, Inc., SRI
International, Inc.
Pacific Mutual Allen W. Mathies, Jr., Director of Pacific Mutual Life Insurance
M.D. Company, 1985 to present; President
Emeritus of Huntington Memorial
Hospital; Director of: Occidental College;
Huntington Memorial Hospital
Pacific Mutual Charles D. Miller Director of Pacific Mutual Life Insurance
Company, 1986 to present; Chairman,
Chief Executive Officer and Director of
Avery Dennison Corporation; Director of:
Great Western Financial Corporation;
Nationwide Health Properties, Inc.;
Edison International; Korn/Ferry International;
Occidental College.
Pacific Mutual Donn B. Miller Director of Pacific Mutual Life Insurance
Company, 1977 to present; President,
Chief Executive Officer and Director of
Pearson-Sibert Oil Co. of Texas; Director
of: Automobile Club of Southern
California; The Irvine Company, St.
John's Hospital & Health Center
Foundation; Former Senior Partner with
the law firm of O'Melveny & Meyers
Pacific Mutual Jacqueline C. Morby Director, Pacific Mutual Life Insurance
Company, March, 1996 to present; Director
of: Ontrack Data International, Inc., Axent
Inc., ANSYS, Inc., Pivotpoint, Inc.; R&D
Systems, Inc.; Member on Board of Advisors
of Smith Gardner and Associates.
Pacific Mutual J. Fernando Niebla Director of Pacific Mutual Life Insurance
Company, 1995 to present; Chairman, Chief
Executive Officer and Director of Infotec
Commercial Systems; Director and Vice
Chairman of Pacer Infotec, Inc.; former
Director, Chairman and CEO of Infotec
Development, Inc.; Director of: Center for
Occupational Research and Development;
Union Bank of California; California
Commission on Science and Technology;
Defense Policy Advisory Commission on Trade
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Mutual Susan Westerberg Prager Director of Pacific Mutual Life Insurance
Company, 1979 to present; Dean of the
UCLA School of Law at the University of
California at Los Angeles; Director of
Lucille Salter Packard Children's Hospital
of Stanford
Pacific Mutual James R. Ukropina Director of Pacific Mutual Life Insurance
Company, January 1989 to present;
Partner with the law firm of O'Melveney
& Meyers; Former Chairman and Chief
Executive Officer of Pacific Enterprises;
Director of Lockheed Martin Corporation
Pacific Mutual Raymond L. Watson Director of Pacific Mutual Life Insurance
Company, 1975 to present; Vice Chairman
and Director of: The Irvine Company; Director of:
The Walt Disney Company; The Mitchell
Energy and Development Company; The Tejon Ranch
Pacific Mutual Glenn S. Schafer Director and President of Pacific Mutual
Life Insurance Company, January 1995 to
present; Executive Vice President and
Chief Financial Officer of Pacific Mutual
Life Insurance Company, April 1991 to
January 1995; Director of Pacific Mutual
Distributors, Inc., PM Group Life
Insurance Company and Pacific Corinthian
Life Insurance Company; and similar
positions with various affiliated companies
of Pacific Mutual Life Insurance Company
Pacific Mutual Richard M. Rosenberg Director of Pacific Mutual Life Insurance
Company, 1995 to present; Chairman and Chief
Executive Officer (Retired) of BankAmerica
Corporation; Director of: Airborne Express
Corporation; BankAmerica Corporation;
Northop Grumman Corporation; Pacific Telesis
Group; Potlatch Corporation; K-2 Incorporated
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Mutual David R. Carmichael Senior Vice President and General Counsel
of Pacific Mutual Life Insurance
Company, April 1992 to present; Director
of Pacific Corinthian Life Insurance
Company and PM Group Life Insurance
Company; Director of Association of
California Life Insurance Companies
Pacific Mutual Audrey L. Milfs Vice President and Corporate Secretary of
Pacific Mutual Life Insurance Company,
March 1991 to present; Secretary to all
affiliated companies of Pacific Mutual Life
Insurance Company; 1981 to present
Pacific Mutual Edward R. Byrd Vice President and Controller of Pacific
Mutual Life Insurance Company, August
1992 to present
Pacific Mutual Khanh T. Tran Senior Vice President and Chief Financial
Officer, June 1996 to present; Vice
President and Treasurer of Pacific Mutual
Life Insurance Company, November 1991 to June
1996; Chief Financial Officer and Treasurer
to several affiliated companies of Pacific
Mutual, 1990 to present
Pacific Investment Investment Advisor
Management
Company
("PIMCO")
PIMCO George C. Allan Vice President, PIMCO
PIMCO Tamara J. Arnold Vice President, PIMCO
PIMCO Leslie A. Barbi Senior Vice President, PIMCO
PIMCO William R. Benz Managing Director, PIMCO
PIMCO John B. Brynjolfsson Vice President, PIMCO
PIMCO Robert W. Burns Executive Vice President, PIMCO Funds
PIMCO Wendy Cupps Vice President, PIMCO
PIMCO Charles M. Daniels III Executive Vice President, PIMCO
PIMCO Michael G. Dow Vice President, PIMCO
PIMCO Anita Dunn Vice President, PIMCO
PIMCO David H. Edington Managing Director, PIMCO
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO Benjamin A. Ehlert Executive Vice President, PIMCO
PIMCO Bob Ettl Vice President, PIMCO
PIMCO Anthony K. Faillace Vice President, PIMCO
PIMCO Teri Frisch Vice President, PIMCO
PIMCO William H. Gross, CFA Managing Director and Director, PIMCO
PIMCO John L. Hague Managing Director, PIMCO
PIMCO Gordon C. Hally, CIC Executive Vice President, PIMCO
PIMCO Pasi M. Hamalainen Senior Vice President, PIMCO Funds
PMICO John P. Hardaway Vice President, PIMCO Funds
PIMCO Brent R. Harris, CFA Managing Director, PIMCO
PIMCO Ray C. Hayes Vice President, PIMCO
PIMCO David C. Hinman Vice President, PIMCO
PIMCO Douglas M. Hodge, CFA Executive Vice President, PIMCO
PIMCO Brent L. Holden, CFA Executive Vice President, PIMCO
PIMCO Dwight F. Holloway, Jr. Vice President, PIMCO
PIMCO Jane T. Howe, CFA Vice President, PIMCO
PIMCO Mark T. Hudoff Vice President, PIMCO
PIMCO Margaret E. Isberg Executive Vice President, PIMCO
PIMCO John S. Loftus, CFA Executive Vice President, PIMCO
PIMCO Dean S. Meiling, CFA Managing Director, PIMCO
PIMCO James F. Muzzy, CFA Managing Director, PIMCO
PIMCO Doug J. Ongaro Vice President, PIMCO
PIMCO Tom J. Otterbein Vice President, PIMCO
PIMCO William F. Podlich III Managing Director, PIMCO
PIMCO William C. Powers Managing Director, PIMCO
PIMCO Frank B. Rabinovitch Managing Director, PIMCO
PIMCO Edward P. Rennie, CFA, CFP Senior Vice President, PIMCO
PIMCO Scott L. Roney Vice President, PIMCO
PIMCO Mike J. Rosborough Senior Vice President, PIMCO
PIMCO Jeff M. Sargent Vice President, PIMCO
PIMCO Jeff M. Saye Vice President, PIMCO
PIMCO Ernest L. Schmider Senior Vice President, Chief Administrative
and Legal Officer, PIMCO
PIMCO Leland T. Scholey, CFA Senior Vice President, PIMCO
PIMCO Denise C. Seliga Vice President, PIMCO
PIMCO Rita J. Seymour Vice President, PIMCO
PIMCO Lee Thomas Managing Director, PIMCO
PIMCO William S. Thompson, Chief Executive Officer and Managing
Jr. Director, PIMCO
PIMCO Benjamin L. Trosky, CFA Managing Director, PIMCO
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO James G. Ward Vice President, PIMCO
PIMCO Ram Willner Vice President, PIMCO
PIMCO Kristen M. Wilsey, CFA Vice President, PIMCO
PIMCO Mike A. Yetter Vice President, PIMCO
Capital Guardian Trust Investment Advisor
Company
Capital Guardian Trust Richard C. Barker Chairman of the Board, Capital Guardian
Company Trust Company and Capital International
Limited; Senior Vice President and
Director, Capital Management Services;
Director, The Capital Group Companies,
Inc. and Capital Group International, Inc.
Capital Guardian Trust Andrew F. Barth Director of Capital Guardian Trust
Company Company; Executive Vice President and
Research Manager of Capital Guardian
Research Company
Capital Guardian Trust Michael D. Beckman Senior Vice President, Treasurer and
Company Director, Capital Guardian Trust
Company; Director, Capital Guardian
Trust Company of Nevada
Capital Guardian Trust Fred R. Betts Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Larry Paul Director of Capital Guardian Trust
Company Clemmensen Company, American Funds Distributors,
Inc. and American Funds Service
Company; Director and President, The
Capital Group Companies, Inc.; Senior
Vice President and Director, Capital
Research and Management Company; Senior
Vice President and Treasurer, Capital
Income Builder, Inc. and Capital World
Growth & Income Fund, Inc.
Capital Guardian Trust Roberta A. Conroy Senior Vice President, Capital Guardian
Company Trust Company; Assistant General Counsel,
The Capital Group Companies, Inc.
Capital Guardian Trust Michael R. Ericksen Senior Vice President, Capital Guardian
Company Trust Company
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- ----------------------------------------------
<S> <C> <C>
Capital Guardian Trust David I. Fisher Chairman of the Board, The Capital Group
Company Companies, Inc. and Capital International
S.A.; Vice Chairman of the Board, Capital
Guardian Trust Company, Capital International
Limited, Emerging Markets Growth
Fund, Inc., and Capital International
K.K.; President and Director, Capital
Group International, Inc., Capital
International, Inc. and Capital
International Limited (Bermuda);
Director, Capital Group Research, Inc.,
Capital Research International, Global
Capital Management Limited, New
Perspective Fund, Inc. and EuroPacific
Growth Fund, Inc.
Capital Guardian Trust Richard N. Havas Senior Vice President, Capital Guardian
Company Trust Company; Senior Vice President,
Capital Research International; Vice
President, Capital Research Limited
Capital Guardian Trust William H. Hurt Senior Vice President and Director,
Company Capital Guardian Trust Company;
Chairman of the Board, Capital Guardian
Trust Company of Nevada and Capital
Strategy Research, Inc.; Director, The
Capital Group Companies, Inc.
Capital Guardian Trust Robert G. Kirby Senior Partner, The Capital Group
Partners L.P.
Capital Guardian Trust Nancy J. Kyle Senior Vice President and Director,
Company Capital Guardian Trust Company
Capital Guardian Trust Karen L. Larson Director, Capital Guardian Trust
Company Company; President, Director, and
Director of Research, Capital Guardian
Research Company; Director, Capital
Group Companies, Inc.
Capital Guardian Trust D. James Martin Director, Capital Guardian Trust
Company Company; Senior Vice President and
Director, Capital Guardian Research
Company
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust John R. McIlwraith Senior Vice President and Director,
Company Capital Guardian Trust Company; Senior
Vice President and Director, Capital
International Limited
Capital Guardian Trust James R. Mulally Senior Vice President and Director,
Company Capital Guardian Trust Company; Senior
Vice President, Capital International
Limited; Director, Capital Guardian
Research Company; Vice President, Capital
Research Company
Capital Guardian Trust Jeffrey C. Paster Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Robert V. Pennington Senior Vice President, Capital Guardian
Company Trust Company; President, Capital
Guardian Trust Company of Nevada
Capital Guardian Trust Jason M. Pilalas Director, Capital Guardian Trust
Company Company; Senior Vice President and
Director, Capital Guardian Research
Company
Capital Guardian Trust Merlin E. Robertson Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Robert Ronus President, Capital Guardian Trust
Company Company; Chairman, Capital Research
International and Capital Guardian
Research Company; Senior Vice
President, Capital International Limited
and Capital International S.A.; Director,
Capital Group International, Inc., Capital
International, Inc., Capital International
Fund
Capital Guardian Trust Theodore R. Samuels Senior Vice President and Director,
Company Capital Guardian Trust Company;
Director, Capital Guardian Research
Company
Capital Guardian Trust John H. Seiter Executive Vice President and Director,
Company Capital Guardian Trust Company; Senior
Vice President, Capital Group
International, Inc.
Capital Guardian Trust Robert L. Spare Senior Vice President, Capital Guardian
Company Trust Company
</TABLE>
II-11
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust Eugene P. Stein Executive Vice President and Director,
Company Capital Guardian Trust Company;
Director, Capital Guardian Research
Company
Capital Guardian Trust Philip A. Swan Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Edus H. Warren, Jr. Senior Vice President, Capital Guardian
Company Trust Company; Senior Partner, The Capital
Group Partners L.P.
J.P. Morgan Investment Adviser
Investment
Management Inc.
J.P. Morgan Keith M. Schappert President, Director and Managing
Investment Director, J.P. Morgan Investment
Management Inc. Management Inc.
J.P. Morgan William L. Cobb, Jr. Vice Chairman, Director, Managing Director
Investment and Chief Executive Officer, J.P. Morgan
Management Inc. Investment Management Inc.
J.P. Morgan Michael R. Granito Director and Managing Director
Investment
Management Inc.
J.P. Morgan Cary Nicholas Potter Chairman of the Board, J.P. Morgan
Investment Investment Management Inc.
Management Inc.
J.P. Morgan Kenneth W. Anderson Director and Managing Director, J.P.
Investment Morgan Investment Management Inc.
Management Inc.
J.P. Morgan Robert A. Anselmi Director, Managing Director, Secretary
Investment and General Counsel, J.P. Morgan
Management Inc. Investment Management Inc.
J.P. Morgan Jean L. Brunel Director, J.P. Morgan Investment
Investment Management Inc.
Management Inc.
</TABLE>
II-12
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
J.P. Morgan Thomas M. Luddy Director, Managing Director, and Chief
Investment Investment Officer, J.P. Morgan Investment
Management Inc. Management Inc.
J.P. Morgan Michael E. Patterson Director, J.P. Morgan & Company Inc.
Investment
Management Inc.
J.P. Morgan M. Steven Soltis Director, Managing Director, and Chief
Investment Financial Officer, J.P. Morgan Investment
Management Inc. Management Inc.
J.P. Morgan John R. Thomas Director, J.P. Morgan Trust Bank Ltd.
Investment
Management Inc.
Janus Capital Investment Advisor
Corporation
Janus Capital Thomas H. Bailey President, Director and Chairman of the
Corporation Board 1978 to present, Chief Executive
Officer 1994 to present
Janus Capital James P. Craig, III Director April 1995 to present, Vice
Corporation President and Chief Investment Officer,
June 1995 to present
Janus Capital Michael E. Herman Director, 1984 to present
Corporation
Janus Capital Thomas A. McDonnell Director, 1990 to present
Corporation
Janus Capital Landon H. Rowland Director, January 1996 to present
Corporation
Janus Capital Michael Stolper Director, 1984 to present
Corporation
Janus Capital Mark B. Whiston Vice President and Chief Marketing
Corporation Officer, June 1995 to present
Janus Capital Marjorie G. Hurd Vice President, July 1995 to present
Corporation
Janus Capital David C. Tucker Vice President and General Counsel,
Corporation 1990 to present, Secretary, 1993 to
present
</TABLE>
II-13
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Janus Capital Steven R. Goodbarn Treasurer, 1992 to present, Vice
Corporation President, June 1995 to present
Morgan Stanley Asset Investment Advisor
Management Inc. ("MSAM")
MSAM James M. Allwin Director, President and Managing Director
MSAM Barton M. Biggs Director, Chairman and Managing Director
MSAM Gordon S. Gray Director and Managing Director
MSAM Peter A. Nadosy Director, Vice Chairman and Managing Director
MSAM Dennis G. Sherva Director and Managing Director
MSAM John R. Alkire Managing Director (MSAM) - Tokyo
MSAM P. Dominic Caldecott Managing Director (MSAM) - UK
MSAM A. Macdonald Caputo Managing Director
MSAM Ean Wah Chin Managing Director (MSAM) - Singapore
MSAM Garry B. Crowder Managing Director
MSAM Madhav Dhar Managing Director
MSAM Kurt A. Feuerman Managing Director
MSAM Paul B. Ghaffari Managing Director
MSAM Marianne Laing Hay Managing Director (MSAM) - UK
MSAM Gary D. Latainer Managing Director
MSAM Mahmoud A. Mamdani Managing Director
MSAM Robert L. Meyer Managing Director
MSAM Russell C. Platt Managing Director
MSAM Robert A. Sargent Managing Director (MSAM) - UK
MSAM Bidyut C. Sen Managing Director
MSAM Vinod R. Sethy Managing Director
MSAM James L. Tanner Managing Director (MSAM) - UK
MSAM Richard G. Woolworth,
Jr. Managing Director
MSAM Debra M. Aaron Principal
MSAM Warren Ackerman III Principal
MSAM Robert E. Angevine Principal
MSAM Suzanne S. Akers Principal
MSAM Gerald P. Barth-
Wehrenalp Principal
MSAM Theodore R. Bigman Principal
MSAM Francine J. Bovich Principal
MSAM Stuart J. M. Breslow Principal
MSAM Andrew C. Brown Principal (MSAM) - UK
MSAM Jeffrey P. Brown Principal
MSAM Frances Campion Principal (MSAM) - UK
MSAM Terence P. Carmichael Principal
MSAM Arthur Certosimo Principal
MSAM Stephen C. Cordy Principal
MSAM Jacqueline A. Day Principal (MSAM) - UK
MSAM Raye L. Dube Principal
MSAM Abigail Jones Feder Principal
MSAM Eugene Flood, Jr. Principal
MSAM Thomas C. Frame Principal
MSAM James Wayne Grisham Principal
MSAM Perry E. Hall II Principal
MSAM Ruth A. Hughes-Guden Principal
MSAM Margaret Kinsley Johnson Principal
MSAM Michael F. Klein Principal
MSAM Michael B. Kushma Principal
MSAM Khoon-Min Lim Principal
MSAM Marianne J. Lippmann Principal
MSAM Yvonne Longley Principal (MSAM) - UK
MSAM Andrew Mack Principal (MSAM) - UK
MSAM Gary J. Mangino Principal
MSAM Jeffrey Margolis Principal
MSAM M. Paul Martin Principal
MSAM Walter Maynard, Jr. Principal
MSAM Margaret P. Naylor Principal (MSAM) - UK
MSAM Yoshiro Okawa Principal (MSAM) - Tokyo
MSAM Warren Olsen Principal
MSAM Christopher G. Petrow Principal
MSAM Narayan Ramachandran Principal
MSAM Gail Hunt Reeke Principal
MSAM Christine I. Reilly Principal
MSAM Stefano Russo Principal (MSAM) - Milan
MSAM Bruce R. Sandberg Principal
MSAM Kiat Seng Seah Principal (MSAM) - Singapore
MSAM Stephen C. Sexauer Principal
MSAM Robert M. Smith Principal
MSAM Kunihiko Sugio Principal (MSAM) - Tokyo
MSAM Ann D. Thivierge Principal
MSAM Philip W. Winters Principal
MSAM Alford E. Zick, Jr. Principal
MSAM Maryann Savadelis Agre Vice President
MSAM Peter Aliprantis Vice President
MSAM Jeffrey Alvino Vice President
MSAM Alistair Anderson Vice President
MSAM William S. Auslander Vice President
MSAM Kimberly L. Austin Vice President
MSAM Marshall T. Bassett Vice President
MSAM Christopher Blair Vice President
MSAM Richard Boon Vice President
MSAM Geraldine Boyle Vice President
MSAM Paul Boyne Vice President
MSAM L. Kenneth Brooks Vice President
MSAM Jonathan Paul Buckeridge Vice President (MSAM) - Melbourne
MSAM Carl Kuo-Wei Chien Vice President (MSAM) - Hong Kong
MSAM Lori A. Cobane Vice President
MSAM James Colmenares Vice President
MSAM Kate Cornish-Bowden Vice President (MSAM) - UK
MSAM Nikhil Dhaon Vice President
MSAM Christine H. du Bois Vice President
MSAM Richard S. Farden Vice President
MSAM Daniel E. Fox Vice President
MSAM Karen T. Frost Vice President (MSAM) - UK
MSAM Lisa Gallo Vice President
MSAM Josephine M. Glass Vice President
MSAM Charles A. Golden Vice President
MSAM Dmitri Goulandris Vice President
MSAM James A. Grasselino Vice President
MSAM Kenneth John Greig Vice President (MSAM) - UK
MSAM Maureen A. Grover Vice President
MSAM Michael Hewett Vice President
MSAM Kenneth R. Holley Vice President
MSAM Holly D. Hopps Vice President
MSAM Etsuko Fusaya Jennings Vice President
MSAM Donald B. Johnston Vice President
MSAM Jaideep Khanna Vice President
MSAM Peter L. Kirby Vice President
MSAM George Koshy Vice President
MSAM Paul Koske Vice President
MSAM Daniel R. Lascano Vice President
MSAM Arthur J. Lev Vice President
MSAM Valerie Y. Lewis Vice President
MSAM Jane Likins Vice President (MSAM) - UK
MSAM William David Lock Vice President (MSAM) - UK
MSAM Gordon W. Loery Vice President
MSAM Paula J. Morgan Vice President (MSAM) - UK
MSAM Nancy Morton Vice President
MSAM Clare K. Mutone Vice President
MSAM Terumi Nagata Vice President (MSAM) - Tokyo
MSAM Bradley Okita Vice President
MSAM Martin O. Pearce Vice President (MSAM) - UK
MSAM Alexander A. Pena Vice President
MSAM Anthony J. Pesce Vice President
MSAM David J. Polansky Vice President
MSAM Karen Post Vice President
MSAM Akash Prakash Vice President (MSAM) - Muabai
MSAM Gregg A. Robinson Vice President
MSAM Gerald D. Rubin Vice President
MSAM Donald P. Ryan Vice President
MSAM Neil Siegel Vice President
MSAM Ashutosh Sinha Vice President
MSAM Andy B. Skov Vice President
MSAM Michael James Smith Vice President (MSAM) - UK
MSAM Kim I. Spellman Vice President
MSAM Joseph P. Stadler Vice President
MSAM Christian K. Stadlinger Vice President
MSAM Catherine Steinhardt Vice President
MSAM Ram K. Sundaram Vice President
MSAM Keiko Tamaki-Kuroda Vice President
MSAM Shunso Tatsumi Vice President
MSAM Louise Teeple Vice President
MSAM Joseph Y. S. Tern Vice President (MSAM) - Singapore
MSAM Landon Thomas Vice President
MSAM Richard Boon Hwee Toh Vice President (MSAM) - Singapore
MSAM K. N. Vaidyanathan Vice President (MSAM) - Muabai
MSAM Dennis J. Walsh Vice President
MSAM Jacob Walthour Vice President
MSAM Kevin V. Wasp Vice President
MSAM Patricia Woo Vice President
MSAM Harold J. Schaaff, Jr. Principal, General Counsel and Secretary
MSAM Eileen K. Murray Treasurer
MSAM Madeline D. Barkhorn Assistant Secretary
MSAM Charlene R. Herzer Assistant Secretary
</TABLE>
II-14
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Bankers Trust Trust Company
Company ("Bankers
Trust")
Bankers Trust George B. Beitzel Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust William R. Howell Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Jon M. Huntsman Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Vernon E. Jordan, Jr. Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Hamish Maxwell Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust N.J. Nicholas, Jr. Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Russell E. Palmer Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Frank N. Newman Chairman of the Board and Chief Executive
Officer and President of Bankers Trust
and Bankers Trust New York Corporation
Bankers Trust Patricia Carry Stewart Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Phillip A. Griffiths Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Donald L. Staheli Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Paul A. Volcker Director of Bankers Trust and Bankers
Trust New York Corporation
</TABLE>
II-15
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Bankers Trust George J. Vojta Vice Chairman of the Board of Bankers
Trust and Bankers Trust New York
Corporation
Smith Barney Mutual Investment Advisor
Funds Management
Inc., ("SBMFM"),
through its Greenwich
Street Advisors
Division
SBMFM Jessica Bibliowicz Chief Executive Officer of SBMFM,
Executive Vice President of Smith
Barney Inc.
SBMFM Heath B. McLendon President of SBMFM, Managing
Director of Smith Barney Inc.
SBMFM Lewis E. Daidone Director and Senior Vice President of
SBMFM, Managing Director of Smith
Barney Inc.
SBMFM A. George Saks Director of SBMFM, Managing
Director, Secretary and General Counsel
of Smith Barney Inc.
SBMFM Michael J. Day Treasurer of SBMFM, Managing
Director of Smith Barney Inc.
SBMFM Christina T. Sydor General Counsel and Secretary of
SBMFM, Managing Director of Smith
Barney Inc.
</TABLE>
II-16
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
SBMFM Bruce D. Sargent Director and Vice President of SBMFM;
Managing Director of Smith Barney Inc.
Blairlogie Capital Investment Advisor
Management
("Blairlogie")
Blairlogie Gavin Dobson Managing Director, Chief Executive
Officer and Limited Partner, Blairlogie
Capital Management
Blairlogie James Smith Managing Director, Chief Investment
Officer and Limited Partner, Blairlogie
Capital Management
Blairlogie Robert Stephens Managing Director, Chief Financial
Officer and Limited Partner, Blairlogie
Capital Management
</TABLE>
II-17
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Columbus Circle Investment Advisor
Investors ("CCI")
CCI Irwin F. Smith Managing Director, Chairman and Chief
Executive Officer, Columbus Circle
Investors
CCI Donald A. Chiboucas Managing Director, Columbus Circle
Investors
CCI Daniel S. Pickert Managing Director, Columbus Circle
Investors
CCI Amy Mae Hogan Managing Director, Columbus Circle
Investors
CCI Robert W. Fehrmann Managing Director, Columbus Circle
Investors
CCI Louis P. Celentano Managing Director, Columbus Circle
Investors
CCI C. Paul Tyborowski Managing Director, Columbus Circle
Investors
CCI Marc S. Felman Managing Director, Columbus Circle
Investors
CCI Anthony Rizza Managing Director, Columbus Circle
Investors
</TABLE>
Item 29. Principal Underwriters
----------------------
(a) Pacific Mutual Distributors, Inc. (formerly Pacific Equities
Network) ("PMD") member, NASD & SIPC serves as Distributor of
Shares of Pacific Select Fund. PMD is a subsidiary of Pacific
Mutual.
(b)
<TABLE>
<CAPTION>
Name and Principal***** Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------------- ------------------------- ---------------------
<S> <C> <C>
Kathy R. Gough Assistant Vice None
President,
Compliance
Audrey L. Milfs Secretary Secretary
Edward R. Byrd Chief Financial Officer, None
Treasurer and Director
Joseph P. Ruiz Vice President None
</TABLE>
II-18
<PAGE>
<TABLE>
<CAPTION>
Name and Principal****** Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------------- --------------------------- ---------------------
<S> <C> <C>
Gerald W. Robinson President, CEO and Director None
Glenn S. Schafer Director None
Thomas C. Sutton Director Trustee
</TABLE>
Item 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and the rules under that section will be maintained by Pacific Mutual Life at
700 Newport Center Drive, Newport Beach, California 92660.
Item 31. Management Services
-------------------
Not applicable
Item 32. Undertakings
------------
The registrant hereby undertakes:
(a) Not applicable
(b) Not applicable
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders upon request and without charge.
- -----------------
******Principal business address for all individuals listed is 700 Newport
Center Drive, Newport Beach, California 92660
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment No. 20 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Newport
Beach, and State of California, on this 16th day of May, 1997.
PACIFIC SELECT FUND
By:
__________________________________
Thomas C. Sutton*
President
*By: /s/ DIANE N. LEDGER
_______________________________
Diane N. Ledger
as attorney-in-fact
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 20 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman and President , 1997
- ------------------------------------ (Chief Executive Officer) ----------
Thomas C. Sutton*
Vice President and Treasurer , 1997
- ------------------------------------ (Assistant Vice President) ----------
Brian D. Klemens*
Trustee , 1997
- ------------------------------------ ----------
Richard L. Nelson*
Trustee , 1997
- ------------------------------------ ----------
Lyman W. Porter*
Trustee , 1997
- ------------------------------------ ----------
Alan Richards*
* By: /s/ DAVID R. CARMICHAEL May 16, 1997
____________________________________
David R. Carmichael
as attorney-in-fact
</TABLE>
PART C
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
above constitutes and appoints David R. Carmichael, Sharon A. Cheever, Diane N.
Ledger, Jeffrey S. Puretz, Paul F. Roye, and Robin Yonis-Sandlaufer his or her
true and lawful attorney-in-fact and agent, each with full power of substitution
and resubstitution for him or her in his or her name, place and stead, in any
and all Registration Statements applicable to Pacific Select Fund and any
amendments or supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
*(Powers of Attorney are contained in Registrant's Form Type N1A/A, Accession
No. 0000898430-95-002463 filed on November 22, 1995, and Power of Attorney for
Mr. Klemens is contained in Registrant's Form Type N1/A, Accession No.
0001017062-97-000728 filed on April 25, 1997)
II-21
<PAGE>
EXHIBIT 99.5(r)
Form of Portfolio Management Agreement - Morgan Stanley Asset Management Inc.
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of June, 1997 between Pacific Mutual Life
Insurance Company ("Adviser"), a California corporation, and Morgan Stanley
Asset Management Inc., ("Portfolio Manager"), a Delaware corporation, and
Pacific Select Fund (the "Fund"), a Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate portfolios, with each such portfolio representing
interests in a separate portfolio; and
WHEREAS, the Fund currently offers multiple Portfolios, one of which is
designated as the International Portfolio, such Portfolio together with any
other Portfolios subsequently established by the Fund, with respect to which the
Fund and Adviser desire to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the
"Portfolios"; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Portfolios pursuant to an Advisory Agreement, as amended, and
such Agreement authorizes the Adviser to engage Portfolio Manager to discharge
the Adviser's responsibilities with respect to the investment management of the
Portfolio, a copy of which has been provided to the Portfolio Manager and is
incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio Manager to
furnish investment advisory services to one or more Portfolios of the Fund, and
the Portfolio Manager is willing to furnish such services to such Portfolio and
the Adviser in the manner and on the terms hereinafter set forth; and
NOW THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Fund, the Adviser, and the
Portfolio Manager as follows:
1
<PAGE>
1. Appointment. The Fund and the Adviser hereby appoint Morgan Stanley
------------
Asset Management Inc. to act as Portfolio Manager to the International
Portfolio ("the Portfolio") for the periods and on the terms set forth in this
Agreement. The Portfolio Manager accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more portfolios other than the Portfolio,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Fund and Adviser
in writing, whereupon such portfolio shall become a Portfolio hereunder, and be
subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's
-------------------------
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the composition of
the assets of the Portfolio, including determination of the purchase, retention,
or sale of the securities, cash, and other investments, including futures
contracts and options thereon, for the Portfolio. The Portfolio Manager will
provide investment research and analysis, which may consist of computerized
investment methodology, and will conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Portfolio. To the extent permitted by the investment policies of
the Portfolio, the Portfolio Manager shall make decisions for the Portfolio as
to foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolio.
The Portfolio Manager is authorized to exercise tender offers, exchange offers
and to vote proxies on behalf of the Fund, each as the Portfolio Manager
determines is in the best interest of the Fund. In performing these duties, the
Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code and
(2) manage the Portfolio so as to ensure compliance by the Portfolio with the
diversification requirements of Section 817(h) of the Internal Revenue Code 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) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any no-
action letters and exemptive orders which have been granted by the SEC to the
Fund, the Adviser or the Portfolio Manager), (2) with
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<PAGE>
all other applicable federal and state laws and regulations pertaining to
investment vehicles underlying variable annuity and/or variable life insurance
contracts, (3) with any applicable procedures, policies and guidelines adopted
by the Fund's Board of Trustees, (4) with the Portfolio's objectives, investment
policies and investment restrictions as stated in the Fund's Prospectus and
Statement of Additional Information, and (5) with the provisions of the Fund's
Registration Statement filed on Form N-1A under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended from time to time.
Until the Adviser delivers any supplements or amendments to the Portfolio
Manager, the Portfolio Manager shall be fully protected in relying on the Fund's
Registration Statement previously furnished to the Portfolio Manager by the
Adviser.
(c) Will: (i) use its best efforts to identify each position in the
Portfolio that constitutes stock in a Passive Foreign Investment Company
("PFIC"), as that term is defined in Section 1296 of the Internal Revenue Code,
and (ii) make such determinations and inform the Adviser at least annually, (or
more often and by such date(s) as the Adviser shall request), of any stock in a
PFIC.
(d) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Portfolio, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio Manager's
primary consideration in effecting a security or other transaction will be to
obtain the best execution for the Portfolio, taking into account the factors
specified in the Prospectus and Statement of Additional Information for the
Fund, as they may be amended or supplemented from time to time. Subject to such
policies as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Portfolio to
pay a broker or dealer, acting as agent, for effecting a portfolio transaction
at a price in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Portfolio Manager determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Portfolio Manager's
(or its affiliates) overall responsibilities with respect to the Portfolio and
to its other clients as to which it exercises investment discretion. To the
extent consistent with these standards, and in accordance with Section 11(a) of
the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject
to any other applicable laws and regulations including Section 17(e) of the 1940
Act, the Portfolio Manager is further authorized to place orders on behalf of
the Portfolio through the Portfolio Manager if the Portfolio Manager is
registered as a broker or dealer with the SEC or as a FCM with the Commodities
Futures Trading Commission ("CFTC"), to any of its affiliates that are brokers
or dealers or FCMs or such other entities which provide similar services in
foreign countries, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Portfolio or the
Portfolio Manager. Such allocation shall be in such amounts and proportions as
the Portfolio Manager shall determine consistent with the above standards, and,
upon request, the Portfolio Manager will report on said allocation to the
Adviser and Board of Trustees of the Fund, indicating the brokers, dealers or
FCMs to which such allocations have been made and the basis therefor.
3
<PAGE>
(e) May, on occasions when the purchase or sale of a security is deemed to
be in the best interest of a Portfolio as well as any other investment advisory
clients, to the extent permitted by applicable laws and regulations, but shall
not be obligated to, aggregate the securities to be so sold or purchased with
those of its other clients where such aggregation is not inconsistent with the
policies set forth in the Fund's Registration Statement. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the judgment of the Portfolio Manager in the
exercise of its fiduciary obligations to the Fund and to such other clients.
(f) Will, in connection with the purchase and sale of securities for the
Portfolio, together with the Adviser, arrange for the transmission to the
custodian and recordkeeping agent for the Fund, on a daily basis, such
confirmation(s), trade tickets, and other documents and information, including,
but not limited to, Cusip, Sedol, or other numbers that identify securities to
be purchased or sold on behalf of the Portfolio, as may be reasonably necessary
to enable the custodian and recordkeeping agent to perform its administrative
and recordkeeping responsibilities with respect to the Portfolio, and with
respect to portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the confirmation
of such trades to the Fund's custodian, and recordkeeping agent, and, if
required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for the Fund in
determining or confirming, consistent with the procedures and policies stated in
the Registration Statement for the Fund, the value of any portfolio securities
or other assets of the Portfolio for which the custodian and recordkeeping agent
seeks assistance from the Portfolio Manager or identifies for review by the
Portfolio Manager.
(h) Will make available to the Fund and the Adviser promptly upon request,
any of the Portfolio's investment records and ledgers maintained by the
Portfolio Manager (which shall not include the records and ledgers maintained by
the custodian and recordkeeping agent for the Fund), as are necessary to assist
the Fund and the Adviser to comply with requirements of the 1940 Act and the
Advisers Act, as well as other applicable laws, and will furnish to regulatory
authorities having the requisite authority any information or reports in
connection with such services which may be requested in order to ascertain
whether the operations of the Fund are being conducted in a manner consistent
with applicable laws and regulations.
(i) Will regularly report to the Fund's Board of Trustees on the investment
program for the Portfolio and the issuers and securities represented in the
Portfolio's portfolio, and will furnish the Fund's Board of Trustees with
respect to the portfolio such periodic and special reports as the Trustees and
the Adviser may reasonably request.
(j) Will not disclose or use any records or information obtained pursuant
to this Agreement (excluding investment research and investment advice) in any
manner whatsoever except as expressly authorized in this Agreement or in the
ordinary course of business in connection with placing orders for the purchase
and sale of securities or obtaining investment licenses in various countries or
the opening of custody accounts and dealing with settlement agents in various
countries,
4
<PAGE>
and will keep confidential any information obtained pursuant to the Agreement,
and disclose such information only if the Board of Trustees of the Fund has
authorized such disclosure, or if such disclosure is required by applicable
federal or state law or regulations or regulatory authorities having the
requisite authority. The Fund and the Adviser will not disclose or use any
records or information respecting the Portfolio Manager obtained pursuant to
this Agreement in any manner whatsoever except as expressly authorized in this
Agreement, and will keep confidential any information obtained pursuant to this
Agreement, and disclose such information only as expressly authorized in this
Agreement, if the Board of Trustees of the Fund has authorized such disclosure,
or if such disclosure is required by applicable federal or state law or
regulations or regulatory authorities having the requisite authority.
(k) Shall not permit any employee of the Portfolio Manager to have any
material connection with the handling of the Portfolio if such employee has:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government securities
dealer, transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman, or employee of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent jurisdiction
from acting as an underwriter, broker, dealer, investment adviser, municipal
securities dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman or employee of any
investment company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act, or from engaging in or continuing
any conduct or practice in connection with any such activity or in connection
with the purchase or sale of any security.
(l) Shall provide to Adviser a copy of Portfolio Manager's Form ADV as
filed with the Securities and Exchange Commission and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to Custodians of Fund assets for the Portfolio.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed
----------------------------------
the current Registration Statement for the Fund filed with the SEC and
represents and warrants that, with respect to the disclosure about the Portfolio
Manager or information relating, directly or indirectly, to the Portfolio
Manager, such Registration Statement contains, as of the date hereof, no untrue
statement of any material fact and does not omit any statement of a material
fact which was required to be stated therein or necessary to make the statements
contained therein not misleading. The 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
5
<PAGE>
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. On an annual basis, (or more frequently if
requested by the Adviser or the Fund's Board of Trustees) 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 affiliates (except
that the Adviser, or any of its subsidiaries or affiliates, shall bear the
expense with respect to executive officers and employees, if any, who are
officers, directors, stockholders or employees of the Adviser or of its
subsidiaries or affiliates);
(i) Taxes, if any, levied against the Fund or any of its Portfolios;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolio;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders,
the preparation and mailings of proxy statements, prospectuses, statements of
additional information and reports of the Fund to its shareholders, the filing
of reports with regulatory bodies, the maintenance
6
<PAGE>
of the Fund's existence, and the registration of shares with federal and state
securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any affiliate
thereof (except that the Adviser shall bear the expense of any trustee who is an
officer, employee, or stockholder of the Adviser or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940 Act,
or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Fund to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto (unless Portfolio
Manager is responsible for such expenses under Section 14 of this Agreement);
and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
------------
Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to this
Agreement. This fee will be computed and accrued daily and payable monthly.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
----------
responsible for providing money for the initial capitalization of any Portfolio.
7. Compliance.
----------
(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Fund in the event (i) that the SEC has censured the Portfolio
Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that can reasonably be expected to result in any
of these actions, (ii) upon having a reasonable basis for believing that a
Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code, and (iii) upon having a
reasonable basis for believing that the Portfolio has ceased
7
<PAGE>
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 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 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.
8
<PAGE>
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 (including legal and other expenses),
to which the Adviser or such affiliated person or controlling person may become
subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute,
at common law or otherwise, arising out of the Portfolio Manager's
responsibilities to the Trust which (i) may be based upon any willful
misfeasance, bad faith, or gross negligence of, or by reckless disregard of, the
Portfolio Manager's obligations and/or duties under this Agreement by the
Portfolio Managers or by any of its directors, officers or employees, or any
affiliate acting on behalf of the Portfolio Manager (other than a 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 in writing to the Adviser, the Trust, or any
affiliated person of the Trust by the Portfolio Manager or any affiliated person
of the Portfolio Manager (other than a 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
9
<PAGE>
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 willful misfeasance, bad faith or gross negligence by the
Adviser, any of its employees or any affiliate acting on behalf of the Adviser
(other than a Portfolio Manager Indemnified Person) or (ii) may be based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or prospectus covering Shares of the Fund or any
Portfolio, or any amendment thereof or any supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, unless such
statement or omission was made in reliance upon written information furnished to
the Fund or the Adviser or any affiliated person of the Adviser by a Portfolio
Manager Indemnified Person (other than an Adviser Indemnified Person); provided
however, that in no case is the indemnity of the Adviser in favor of the
Portfolio Manager Indemnified Persons deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and duties under
this Agreement.
15. Duration and Termination. This Agreement shall become effective as of
------------------------
the date of execution first written above, and shall continue in effect for two
years from such date and continue thereafter on an annual basis with respect to
the Portfolio; provided that such annual continuance is specifically approved at
least annually (a) by the vote of a majority of the Board of Trustees of the
Fund, or (b) by the vote of a majority 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) 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.
10
<PAGE>
(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(h), 2(j), 9, 10, 11, 13, 14 and 16 of this
Agreement as well as any applicable provision of this Paragraph numbered 15
shall remain in effect.
16. Use of Name.
-----------
(a) It is understood that the name "Pacific 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 "Morgan Stanley Asset Management
Inc." or "Morgan Stanley" or any derivative thereof or logo associated with that
name is the valuable property of the Portfolio Manager and that the Adviser has
the right to use such name (or derivative or logo), in offering materials of the
Fund and/or Portfolio with the approval of the Portfolio Manager and for so long
as the Portfolio Manager is a Portfolio Manager to the Fund and/or the
Portfolio. Upon termination of this Agreement between the Fund, the Adviser and
the Portfolio Manager, the Fund and the Adviser shall forthwith cease to use
such name (or derivative or logo).
(c) Neither the Fund nor the Advisers shall use the Portfolio
Manager's name (or that of any affiliate, including the name "Morgan Stanley")
in promotional or sales related materials prepared by or on behalf of the
Adviser or the Fund, without prior review and approval by the Portfolio Manager,
which may not be unreasonably withheld.
11
<PAGE>
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.
(c) To the extent permitted under Section 15 of this Agreement, this
Agreement may only be assigned by any party with prior written consent of the
other parties.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
(e) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and all such counterparts shall
together constitute one and the same Agreement.
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
Attest: By:
------------------------- -------------------------
Title: Title:
MORGAN STANLEY ASSET
MANAGEMENT INC.
Attest: By:
-------------------------- ---------------------------
Title: Title:
PACIFIC SELECT FUND
Attest: By:
-------------------------- ---------------------------
Title: Title:
13
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: International Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee at an annual rate
equal to:
.35% of the International Portfolio's average daily net assets.
14
<PAGE>
EXHIBIT 11
DELOITTE & TOUCHE LLP
Suite 1200 Telephone: (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 20 to Registration Statement No. 33-13954 on Form N-1A of our
report dated February 14, 1997, appearing in the Post Effective Amendment No. 19
to such Registration Statement.
We also consent to the reference to us under the heading "Condensed
Financial Information" appearing in the Prospectus of Pacific Select Fund and
under the headings, "Financial Statements" and "Independent Auditors" in the
Statement of Additional Information, which is a part of such Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
- ------------------------------------------
May 16, 1997
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<NAME> GROWTH LT PORTFOLIO
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<CIK> 0000813900
<NAME> PACIFIC SELECT FUND
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<PAGE>
<ARTICLE> 6
<CIK> 0000813900
<NAME> PACIFIC SELECT FUND
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<NAME> BOND AND INCOME PORTFOLIO
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<CIK> 0000813900
<NAME> PACIFIC SELECT FUND
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<NAME> AGGRESSIVE EQUITY PORTFOLIO
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<S> <C>
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<CIK> 0000813900
<NAME> PACIFIC SELECT FUND
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<NAME> EMERGING MARKETS PORTFOLIO
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</TABLE>
