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As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 33-13954
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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. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 23 [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 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
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
[X] It is proposed that this filing will become effective 75 days after filing
pursuant to paragraph (a)(2) 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, and will file its Rule 24f-2 Notice for the fiscal year ending December
31, 1998 within the time period required by Section 24 of the Investment Company
Act of 1940 and applicable regulations thereunder.
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CROSS-REFERENCE SHEET
REQUIRED BY RULE 495
UNDER THE SECURITIES ACT OF 1933
PART A
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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
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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
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PROSPECTUS
(Included in Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-98-000424, as filed on March
2, 1998, and incorporated by reference herein.)
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SUPPLEMENT DATED JANUARY 1, 1999 TO
THE PROSPECTUS FOR PACIFIC SELECT FUND DATED MAY 1, 1998 ("PROSPECTUS")
The first two paragraphs of the cover page are amended to reflect the
addition of the Mid-Cap Value, Large-Cap Value, Small-Cap Index and REIT
Portfolios.
"THE FUND'S PORTFOLIOS AT A GLANCE" IS AMENDED AS FOLLOWS:
THE LAST SENTENCE IN THE FIRST PARAGRAPH IS AMENDED TO READ:
Pacific Life, as investment adviser to the Fund, has retained other
investment advisory firms as Portfolio Managers for sixteen of the Portfolios
of the Fund.
THE CHART IS AMENDED BY ADDING:
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PRIMARY INVESTMENTS
(UNDER NORMAL
PORTFOLIO OBJECTIVE CIRCUMSTANCES) PORTFOLIO MANAGER
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<C> <C> <S> <C>
Mid-Cap Value Capital appreciation Equity securities of Lazard Asset
medium-capitalization Management
domestic companies
believed to be
undervalued
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Large-Cap Value Long-term growth of Equity securities of Salomon Brothers
capital large-capitalization Asset Management Inc.
companies
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Small-Cap Index Provide investment results Stocks included in the Bankers Trust
that correspond to the total Russell 2000 Index Company
return of the Russell 2000
Small Stock Index
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REIT Current income and long- Real estate investment Morgan Stanley Asset
term growth of capital trusts and equity Management Inc.
securities of companies
principally engaged in
the U.S. real estate
industry
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"PORTFOLIOS: INVESTMENT OBJECTIVES AND POLICIES" IS AMENDED AS FOLLOWS:
THIS SECTION IS AMENDED BY ADDING THE FOLLOWING:
MID-CAP VALUE PORTFOLIO
INVESTMENT OBJECTIVE. Capital appreciation.
INVESTMENT POLICIES. The Portfolio pursues its investment objective by
investing, under normal market conditions, at least 80% of the value of its
total assets, determined at the time of each purchase, in the equity
securities of medium-capitalization domestic companies believed to be
undervalued. In seeking undervalued securities, the Portfolio Manager
considers the price of securities relative to their return on total capital or
equity.
The Portfolio may invest up to 20% of its total assets, determined at the
time of each purchase, in the equity securities of larger capitalization
issuers or investment grade debt securities, including U.S. Government
Securities, commercial paper and other short-term corporate and bank
obligations. The Portfolio may also invest up to 15% of its total assets,
determined at the time of each purchase, in foreign equity or debt securities.
See "Foreign Securities." For temporary defensive purposes, the Portfolio may
invest without limitation in larger capitalization companies and in the above-
referenced debt securities, including short-term money market instruments, or
hold its assets in cash.
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The equity securities in which the Portfolio may invest include common
stocks, preferred stocks, securities convertible into or exchangeable for
common stocks, rights and warrants, American Depositary Receipts ("ADRs") and
Global Depositary Receipts ("GDRs"). For purposes of the Portfolio's
investment policies, a medium capitalization company is considered one that,
at the time of investment, has a market capitalization in the range of
companies represented in the Russell Midcap Index. The Russell Midcap Index is
currently composed of common stocks of domestic companies with market
capitalizations ranging generally between $1 billion and $5 billion. The
Portfolio is not an index fund and may invest in securities whether or not
they are included in the Russell Midcap Index.
OTHER TECHNIQUES. The Portfolio may borrow for investment purposes in an
amount up to 33 1/3% of the value of its total assets. See "Borrowing" below.
The Portfolio may enter into reverse repurchase agreements with banks, brokers
or dealers. The Portfolio may also engage in "short sales," in which the
Portfolio sells a security it does not own, and "short sales against the box,"
in which the Portfolio sells short a security it owns, provided that no such
sales will be made if the total market value of all securities sold short
would exceed 25% of the Portfolio's net assets. See "Short Sales" below. The
Portfolio may also lend portfolio securities up to 33 1/3% of the value of the
Portfolio's total assets. See "Loans of Portfolio Securities" below.
In pursuing its investment objective, the Portfolio may also purchase and
sell put and call options on securities, stock indexes and foreign currencies
and may purchase cash-settled options on interest rate swaps and equity index
swaps. In addition, the Portfolio may purchase or sell futures contracts on
securities, stock indexes, currency futures, and options thereon. The
Portfolio may engage in foreign currency transactions: (1) to fix in U.S.
dollars the value of a security the Portfolio has agreed to buy or sell
between the trade and settlement dates; and (2) to hedge the U.S. dollar value
of securities the Portfolio already owns. The Portfolio may also invest in
equity real estate investment trusts ("REITs"), although it currently intends
to limit its investments in REITs to no more than 5% of its assets. The
Portfolio may also invest in repurchase agreements, illiquid securities (up to
15% of its net assets) and restricted securities.
LARGE-CAP VALUE PORTFOLIO
INVESTMENT OBJECTIVE. Long-term growth of capital. Current income is a
secondary objective.
INVESTMENT POLICIES. The Portfolio pursues its investment objectives
primarily through investment in equity securities, consisting of common stock
and preferred stock of companies with large market capitalizations.
In selecting investments for the Portfolio, the Portfolio Manager generally
seeks companies: (1) whose share prices appear undervalued in relation to the
company's assets, or whose share prices appear to disregard factors such as an
anticipated reversal of an unfavorable industry trend, lack of investor
recognition or disapproving earnings believed to be temporary; (2) that are
experiencing, or may experience in the future, changes in management or
management policies, corporate structure or control, capitalization,
regulatory environment, or other circumstances which could be expected to
favor the company's earnings or market price of its shares; or (3) having
growth potential due to technological advances, new methods in marketing or
production, new or unique products or services, changes in demand for products
or services or other significant new developments.
For purposes of the Portfolio's investment policies, companies with large
market capitalization are considered those represented in the Standard & Poors
500 Composite Index, generally with market capitalizations in excess of $5
billion.
A portion of the Portfolio's assets may be invested in short-term fixed-
income securities, such as repurchase agreements, cash or cash equivalents, to
meet operating expenses, to serve as collateral in connection with certain
investment techniques, or to meet anticipated redemption requests. When the
Portfolio Manager deems it consistent with the Portfolio's secondary objective
of current income or during temporary defensive periods, the Portfolio may
invest without limitation in fixed-income securities and cash or cash
equivalents.
OTHER TECHNIQUES. The Portfolio may invest up to 20% of its net assets,
measured at the time of investment, in foreign companies. The Portfolio may
invest without limit in convertible securities rated below
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investment grade, and may, from time to time, invest up to 5% of its net
assets in non-convertible debt securities rated below investment grade by
Standard & Poors and Moody's. The Portfolio may also lend portfolio securities
up to 33 1/3% of the Portfolio's total assets. See "Loans of Portfolio
Securities," below.
The Portfolio may purchase put and call options on securities and on
securities indexes. The Portfolio may also enter into the following: stock,
index and currency futures contracts and options thereon and currency forward
contracts, currency swaps, and options on currencies. The Portfolio may enter
into stock index futures as an adjunct to its securities activities and may
enter into currency-related transactions to hedge against currency risk. The
Portfolio may also invest in illiquid securities (up to 15% of its net assets)
and in restricted securities.
SMALL-CAP INDEX PORTFOLIO
INVESTMENT OBJECTIVE. Provide investment results that correspond to the
total return of an index of small capitalization companies.
INVESTMENT POLICIES. The Portfolio seeks to replicate as closely as possible
(while minimizing transactional costs and other expenses) the total return of
the Russell 2000 Small-Cap Index ("Russell 2000"), which is an index composed
of approximately 2,000 small-capitalization common stocks. Under normal
conditions, the Portfolio invests 80% of the value of its total assets in the
common stock of companies included in the Russell 2000. The stocks of the
Russell 2000 to be included in the Portfolio will be selected utilizing a
statistical sampling technique known as "optimization." This process selects
stocks for the Portfolio so that various industry weightings, market
capitalizations and fundamental characteristics, such as price-to-book, price-
to-earnings, and debt-to-asset ratios and dividend yields closely approximate
those of the Russell 2000. There is no fixed number of component stocks in
which the Portfolio will invest.
The Portfolio will be managed in an attempt to minimize the degree to which
the investment results of the Portfolio (before taking into account the
Portfolio's expenses) differ from the results of the Russell 2000 ("tracking
error"). The degree to which the Portfolio correlates with the Russell 2000
will depend upon the size and cash flow of the Portfolio, the liquidity of the
securities represented in the Russell 2000, and the Portfolio's expenses,
among other factors. The Portfolio's ability to track the Russell 2000 may be
affected by, among other things, advisory fees, transaction costs,
administration and other expenses incurred by the Portfolio (which are not
incurred by or reflected in the investment results of the Russell 2000),
changes in either the composition of the Russell 2000 or the assets of the
Portfolio, and the timing and amount of investor contributions and
withdrawals.
The composition of the Portfolio's securities may be rebalanced by the
Portfolio Manager at such times as it deems advisable in order to minimize
tracking error. No attempt is made, however, to "manage" the Portfolio in the
traditional sense, such as by using economic, financial, and market analysis,
nor will the adverse financial situation of a company directly result in its
elimination from the Portfolio unless, of course, the company is removed from
the Russell 2000. From time to time, administrative adjustments may be made in
the Portfolio because of mergers, changes in the composition of the Russell
2000, and similar reasons, but such changes should be infrequent and the
attendant costs minimized. Due to tracking error, transactional costs, and
other expenses, the return on the Portfolio is expected to be lower than the
return on the Russell 2000.
ABOUT THE RUSSELL 2000: The Russell 2000 is composed of approximately 2,000
small-capitalization common stocks selected by the Frank Russell Company
("Frank Russell"). Frank Russell may, from time to time, adjust the
composition of common stocks in the Russell 2000. Inclusion of a stock in the
Russell 2000 in no way implies an opinion by Frank Russell as to its
attractiveness as an investment. As of June 30, 1998, the average market
capitalization of the Russell 2000 was $1 billion and the weighted average
market capitalization of the Russell 2000 was $790 million. A company's stock
market capitalization is the total market value of its outstanding shares. The
Portfolio is neither sponsored by, nor affiliated with, the Frank Russell
Company.
OTHER TECHNIQUES. The Portfolio may purchase and sell stock index futures
and options thereon and options on stock indexes that are based on the Russell
2000 or other indexes of small capitalization companies. The Portfolio may use
these techniques as an adjunct to its securities activities.
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The Portfolio may invest in foreign equity securities if U.S. exchange
listed to the extent included in the Russell 2000. The Portfolio may also lend
portfolio securities up to 33 1/3% of its total assets. See "Loans of
Portfolio Securities," below. The Portfolio also is permitted to invest in
when-issued and delayed delivery-securities, warrants, and securities that are
convertible into common stock. The Portfolio may also invest in illiquid
securities (up to 15% of its net assets) and in restricted securities.
The Portfolio may maintain a portion of its assets in short-term debt
securities and money market instruments to meet redemption requests or pending
investment in the securities of the Russell 2000. These investments will not
be made in anticipation of a general decline in the market price of stocks in
which the Portfolio invests. A defensive investment posture is precluded by
the investment objective of providing investment results that correspond to
the total return performance of common stocks in an index of small
capitalization companies. Accordingly, investors in the Portfolio bear the
risk of general declines in stock prices in the stock markets.
REIT PORTFOLIO
INVESTMENT OBJECTIVES. Current income and long-term capital appreciation.
INVESTMENT POLICIES. The Portfolio pursues its investment objectives by
investing, under normal circumstances, at least 65% of the value of its assets
in securities of real estate investment trusts ("REITs"). The Portfolio may
also invest in equity securities of companies principally engaged in the U.S.
real estate industry. Through investment in the real estate related
securities, the Portfolio seeks gross income that exceeds the composite
dividend yield of securities comprising the Standard & Poors 500 Stock Index.
The Portfolio is not classified as "diversified". See "Non-Diversification"
below.
A substantial portion of the Portfolio's assets will be invested in REITs.
REITs pool investors' funds for investment primarily in income-producing real
estate or real estate related loans or interests.
For purposes of the Portfolio's investment policies, a company is
principally engaged in the real estate industry if: (i) it derives at least
50% of its revenues or profits from the ownership, construction, management,
financing or sale of residential, commercial or industrial real estate, or
(ii) it has at least 50% of the fair market value of its assets invested in
residential, commercial, or industrial real estate. For example, companies in
the real estate industry may include, among others: real estate development
companies, real estate operating companies, companies principally engaged in
the ownership of income-producing real property, specialized ownership
vehicles, and companies with substantial real estate holdings, such as hotel
companies, residential builders and land-rich companies. The Portfolio may
invest in companies principally engaged in the U.S. real estate industry,
although this may include foreign companies as well.
During periods when the Portfolio Manager believes that changes in economic,
financial, or political conditions make it advisable, the Portfolio may, for
temporary defensive purposes, invest up to 100% of its total assets in
investment grade short-term and medium-term debt obligations or hold cash.
OTHER TECHNIQUES. The Portfolio may buy and sell put and call options on
securities. The Portfolio may also purchase and sell futures contracts on
interest rates. The Portfolio may invest in the following: repurchase
agreements; interest rate derivative products, such as swaps, caps, collars,
and floors; and structured notes. The Portfolio may also lend portfolio
securities up to 33 1/3% of its total assets. See "Loans of Portfolio
Securities".
THE FIRST PARAGRAPH UNDER "ALL PORTFOLIOS: DIVERSIFICATION AND CHANGES IN
POLICIES" IS AMENDED TO READ:
DIVERSIFICATION. Each of the Portfolios, except the REIT Portfolio, are
diversified, so that with respect to 75% of the assets of each Portfolio (100%
for the Money Market Portfolio), it may not invest more than 5% of its assets
(taken at market value at the time of investment) in securities of any one
issuer, except that this restriction does not apply to U.S. Government
securities.
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THE FOLLOWING PARAGRAPH IS ADDED AFTER THE FIRST PARAGRAPH UNDER "ALL
PORTFOLIOS: DIVERSIFICATION AND CHANGES IN POLICIES":
NON-DIVERSIFICATION. The REIT Portfolio is "non-diversified", which means
that the proportion of the Portfolio's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. However, to meet
Federal tax requirements, a Portfolio may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of its total
assets, no more than 5% of its total assets invested in any one issuer, except
that this restriction does not apply to U.S. Government securities.
Nonetheless, because this Portfolio may invest in a smaller number of
companies than a diversified fund, an investment in this Portfolio may, under
certain circumstances, present greater risk to an investor than an investment
in a diversified fund. This risk includes greater exposure to potential poor
earnings or default of fewer issuers than would be the case for a more
diversified fund.
THE THIRD PARAGRAPH (FORMERLY THE SECOND PARAGRAPH) IS AMENDED BY THE
ADDITION OF THE CAPTION "CHANGES IN POLICIES".
"SECURITIES AND INVESTMENT TECHNIQUES" IS AMENDED AS FOLLOWS:
THE FIFTH SENTENCE OF THE FIRST PARAGRAPH UNDER "DERIVATIVES" IS AMENDED TO
READ:
However, the Portfolios are not permitted to engage in leveraging
transactions, except for the Mid-Cap Value Portfolio.
AFTER "DERIVATIVES", THE FOLLOWING IS ADDED:
REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts ("REITs") are
primary investments for the REIT Portfolio. The Large-Cap Value and Mid-Cap
Value Portfolios may also invest in equity REITs.
REITs pool investors' funds for investment primarily in income-producing
real estate or in loans or interests related to real estate. A REIT is not
taxed on income distributed to its shareholders or unitholders if it complies
with a regulatory requirement that it distribute to its shareholders or
unitholders at least 95% of its taxable income for each taxable year.
Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest a majority of their assets directly in real
property and derive their income primarily from rents and capital gains from
appreciation realized through property sales. Equity REITs are further
categorized according to the types of real estate securities they own, e.g.,
apartment properties, retail shopping centers, office and industrial
properties, hotels, health-care facilities, manufactured housing and mixed-
property types. Mortgage REITs invest a majority of their assets in real
estate mortgages and derive their income primarily from income payments.
Hybrid REITs combine the characteristics of both equity and mortgage REITs.
REITs depend generally on their ability to generate cash flow to make
distributions to shareholders or unitholders, and may be subject to changes in
the value of their underlying properties, defaults by borrowers, and to self-
liquidations. Some REITs may have limited diversification and may be subject
to risks inherent in investments in a limited number of properties, in a
narrow geographic area, or in a single property type. Equity REITS may be
affected by changes in underlying property values. Mortgage REITs may be
affected by the quality of the credit extended. REITs are dependent upon
specialized management skills and incur management expenses. In addition, the
performance of a REIT may be affected by its failure to qualify for tax-free
pass-through of income under the Internal Revenue Code of 1986, as amended, or
its failure to maintain an exemption from registration under the 1940 Act.
THE FIRST PARAGRAPH UNDER "MORTGAGE-RELATED SECURITIES" IS AMENDED TO
INCLUDE THE MID-CAP VALUE AND LARGE-CAP VALUE PORTFOLIOS.
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THE FIRST PARAGRAPH UNDER "HIGH YIELD BONDS" IS AMENDED TO READ:
APPLICABLE PORTFOLIOS. High Yield Bond, Managed Bond (up to 10% of its
assets), Equity Income, Multi-Strategy, Growth LT (up to 10% of its assets),
Large-Cap Value (no limit on convertible high yield securities and up to 5% of
its assets in non-convertible high yield securities), Bond and Income (up to
20% of its assets), and International Portfolios (up to 5% of its assets).
THE FIRST PARAGRAPH UNDER "SMALL-CAPITALIZATION STOCKS" IS AMENDED TO READ:
APPLICABLE PORTFOLIOS. Growth, Aggressive Equity, Growth LT, Equity, Small-
Cap Index, and Emerging Markets Portfolios, and to a lesser degree, Equity
Income, Multi-Strategy, Mid-Cap Value and Large-Cap Value Portfolios.
AFTER THE FIRST PARAGRAPH UNDER "BORROWING", THE FOLLOWING PARAGRAPH IS
ADDED:
The Mid-Cap Value Portfolio may borrow for investment purposes
("leveraging") to the extent permitted under the 1940 Act, which permits an
investment company to engage in borrowing, provided that it maintains
continuous asset coverage of 300% of the amount borrowed. If the required
coverage should decline as a result of market fluctuations or other reasons,
the Mid-Cap Value Portfolio may be required to sell some of its portfolio
securities within three days to reduce the amount of its borrowings and to
restore the 300% asset coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time.
AFTER "BORROWING", THE FOLLOWING SECTION IS ADDED:
LOANS OF PORTFOLIO SECURITIES
APPLICABLE PORTFOLIO: All Portfolios.
For the purpose of realizing additional income, each Portfolio may make
secured loans of its portfolio securities to broker-dealers or U.S. banks
provided: (i) such loans are secured continuously by collateral consisting of
cash, cash equivalents, or U.S. Government securities maintained on a daily
marked-to-market basis in an amount or at a market value at least equal to the
current market value of the securities loaned; (ii) the Portfolio may at any
time call such loans and obtain the securities loaned; (iii) the Portfolio
will receive an amount in cash at least equal to the interest or dividends
paid on the loaned securities; and (iv) the aggregate market value of
securities loaned will not at any time exceed 33 1/3% of the total assets of
the Portfolio with respect to the Small-Cap Index, Mid-Cap Value, Large-Cap
Value, and REIT Portfolios, and 25% of the total assets of the Portfolio with
respect to all other Portfolios. It is anticipated that the Portfolio may
share with the borrower some of the income received on the collateral for the
loan or that the borrower will be paid a premium for the loan. It should be
noted that, in connection with the lending of its portfolio securities, a
Portfolio is exposed to the risk of delay in recovery or of non-recovery of
the securities loaned or possible loss of rights in the collateral should the
borrower become insolvent. The Fund has contracted with State Street Bank &
Trust Company to engage in securities lending of domestic securities and Chase
Manhattan Bank to engage in securities lending of foreign securities
(collectively, the "Lending Agents"). In determining whether to lend
securities, the Lending Agents consider all relevant facts and circumstances,
including the creditworthiness of the borrower. Voting rights attached to the
loaned securities may pass to the borrower with the lending of portfolio
securities. The Portfolio may recall securities if the Portfolio Manager
wishes to vote on matters put before shareholders.
SHORT SALES
APPLICABLE PORTFOLIO: Mid-Cap Value Portfolio.
A short sale is a transaction in which a Portfolio sells a security it does
not own in anticipation of a decline in the market price. Even during normal
or favorable market conditions, the Portfolio may make short sales in
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an attempt to maintain portfolio flexibility and facilitate the rapid
implementation of investment strategies if the Portfolio Manager believes that
the price of a particular security or group of securities is likely to
decline.
When the Portfolio makes a short sale, the Portfolio must arrange through a
broker to borrow the security to deliver to the buyer; and, in so doing, the
Portfolio becomes obligated to replace the security borrowed at its market
price at the time of replacement, whatever that price may be. The Portfolio
may have to pay a premium to borrow the security. The Portfolio must also pay
any dividends or interest payable on the security until the Portfolio replaces
the security.
The Portfolio's obligation to replace the security borrowed in connection
with the short sale will be secured by collateral deposited with the broker,
consisting of cash, U.S. Government securities or other securities acceptable
to the broker. In addition, with respect to any short sale, other than short
sales against the box, the Portfolio will be required to deposit collateral
consisting of cash or liquid securities, marked-to-market daily, in a
segregated account with its custodian in an amount such that the value of the
sum of both collateral deposits is at all times equal to at least 100% of the
current market value of the securities sold short.
THE FIRST PARAGRAPH UNDER "ILLIQUID AND RESTRICTED SECURITIES" IS AMENDED TO
READ:
APPLICABLE PORTFOLIOS. All Portfolios may acquire illiquid securities. All
Portfolios except the Equity Index Portfolio may acquire restricted
securities.
THE FIRST PARAGRAPH UNDER "FOREIGN SECURITIES" IS AMENDED BY ADDING THE
FOLLOWING:
The Large-Cap Value Portfolio may invest up to 20% of its assets of
securities located in foreign countries. The Mid-Cap Value Portfolio may
invest up to 15% of its assets in foreign equity or debt securities.
THE FIRST PARAGRAPH UNDER "FORWARD FOREIGN CURRENCY CONTRACTS" IS AMENDED TO
INCLUDE THE MID-CAP VALUE PORTFOLIO AND THE LARGE-CAP VALUE PORTFOLIO.
THE FIRST, SECOND AND THIRD SENTENCES IN THE FIRST PARAGRAPH UNDER "OPTIONS"
ARE AMENDED TO INCLUDE THE MID-CAP VALUE PORTFOLIO, THE LARGE-CAP VALUE
PORTFOLIO, AND THE SMALL-CAP INDEX PORTFOLIO.
THE FIRST PARAGRAPH UNDER "FOREIGN CURRENCY OPTIONS" IS AMENDED TO INCLUDE
THE MID-CAP VALUE PORTFOLIO AND THE LARGE-CAP VALUE PORTFOLIO.
THE FIRST PARAGRAPH UNDER "SWAP AGREEMENTS AND OPTIONS ON SWAP AGREEMENTS"
IS AMENDED TO INCLUDE THE MID-CAP VALUE PORTFOLIO.
THE SECOND AND THIRD SENTENCES OF THE FIRST PARAGRAPH UNDER THE "FUTURES
CONTRACTS AND FUTURES OPTIONS" ARE AMENDED TO INCLUDE THE MID-CAP VALUE,
LARGE-CAP VALUE AND THE SMALL-CAP INDEX PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "FUTURES CONTRACTS AND FUTURES OPTIONS" IS AMENDED
BY ADDING:
The Small-Cap Index Portfolio may invest in securities index futures
contracts and related options. provided that not more than 5% of its assets
are required as a margin deposit for futures contracts or options, and
provided that not more than 20% of the Portfolio's assets are invested in
futures and options at any time.
THE FIRST SENTENCE OF THE "FOREIGN FUTURES" PARAGRAPH UNDER "FUTURES
CONTRACTS AND FUTURES OPTIONS" IS AMENDED TO INCLUDE THE MID-CAP VALUE
PORTFOLIO.
"ORGANIZATION AND MANAGEMENT OF THE FUND" IS AMENDED AS FOLLOWS:
THE HEADING "WHO IS THE PORTFOLIO MANAGER OF THE EQUITY INDEX PORTFOLIO" IS
AMENDED TO READ:
WHO IS THE PORTFOLIO MANAGER OF THE EQUITY INDEX AND SMALL-CAP INDEX
PORTFOLIOS?
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THE FOLLOWING IS ADDED UNDER THE SECOND PARAGRAPH UNDER "WHO IS THE
PORTFOLIO MANAGER OF THE EQUITY INDEX AND SMALL-CAP PORTFOLIOS":
For the services provided, Pacific Life will pay BTCo, at the beginning of
each calendar quarter, a fee based upon an annual percentage of the combined
daily net assets of the Equity Index and Small-Cap Index Portfolios, according
to the following schedule, subject to a minimum annual fee of $100,000:
EQUITY INDEX AND SMALL-CAP INDEX PORTFOLIOS
<TABLE>
<CAPTION>
BREAK POINT
RATE (%) (ASSETS)
-------- -----------
<S> <C>
.08%............................................... On first $100 million
.04%............................................... On next $100 million
.02%............................................... On excess
</TABLE>
THE HEADING "WHO IS THE PORTFOLIO MANAGER OF THE INTERNATIONAL PORTFOLIO"
AND FIRST SENTENCE THEREUNDER ARE AMENDED TO READ:
WHO IS THE PORTFOLIO MANAGER OF THE INTERNATIONAL AND REIT
PORTFOLIOS? Morgan Stanley Asset Management Inc. ("Morgan Stanley"), a
subsidiary of Morgan Stanley Dean Witter & Co., whose address is 1221 Avenue
of the Americas, New York, New York 10020.
THE FOLLOWING IS ADDED UNDER THE SECOND PARAGRAPH UNDER "WHO IS THE
PORTFOLIO MANAGER OF THE INTERNATIONAL AND REIT PORTFOLIOS":
Pacific Life will pay Morgan Stanley a fee based upon an annual percentage
of the average daily net assets of the REIT Portfolio according to the
following schedule:
REIT PORTFOLIO
<TABLE>
<CAPTION>
BREAK POINT
RATE (%) (ASSETS)
-------- -----------
<S> <C>
.60%........................................... On first $100 million
.45%........................................... On next $150 million
.40%........................................... On next $250 million
.35%........................................... On next $500 million
.30%........................................... On excess over $1 billion
</TABLE>
THE HEADING "WHO AT MORGAN STANLEY MANAGES THE INTERNATIONAL PORTFOLIO" IS
AMENDED TO READ:
WHO AT MORGAN STANLEY MANAGES THE INTERNATIONAL AND REIT PORTFOLIOS?
THE FOLLOWING PARAGRAPHS ARE ADDED UNDER THE SECTION ENTITLED "WHO AT MORGAN
STANLEY MANAGES THE INTERNATIONAL AND REIT PORTFOLIOS":
Russell Platt, a Managing Director of Morgan Stanley, and Theodore Bigman, a
Principal of Morgan Stanley, are primarily responsible for the day-to-day
investment management of the Real Estate Investment Trust Portfolio. Mr. Platt
joined Morgan Stanley Dean Witter & Co. in 1982 and, together with Mr. Bigman,
has primary responsibility for managing the global real estate investment
business for Morgan Stanley. Morgan Stanley manages over $2 billion in real
estate securities worldwide for institutional and individual investors.
Mr. Platt also serves as a member of the Investment Committee of The Morgan
Stanley Real Estate Fund (MSREF), a limited partnership engaged in the
acquisition of real estate assets, portfolios and real estate operating
companies. Mr. Platt holds a B.A. in Economics from Williams College and an
M.B.A. from Harvard Business School.
Theodore Bigman is a member of the National Association of Real Estate
Investment Trusts. Prior to joining Morgan Stanley, he was a Director at CS
First Boston, where he worked for eight years in the real estate group.
8
<PAGE>
He established and managed the REIT effort at CS First Boston, and had primary
responsibility for $2.5 billion of initial public offerings by real estate
investment trusts. Previously, he had extensive real estate experience in a
wide variety of transactions involving the financing and sale of both
individual assets and portfolios of real estate assets as well as the
acquisition of several real estate companies. Mr. Bigman holds a B.A. in
Economics from Brandeis University and an M.B.A. from Harvard University.
THE FOLLOWING PARAGRAPHS ARE ADDED:
WHO IS THE PORTFOLIO MANAGER FOR THE MID-CAP VALUE PORTFOLIO? Lazard Asset
Management ("Lazard"), a division of Lazard Freres & Co. LLC ("Lazard
Freres"). Lazard Freres, a New York limited liability company, is a registered
investment adviser with the Securities and Exchange Commission (the
"Commission") and is a member of the New York, American and Midwest Stock
Exchanges. Lazard Freres provides its clients with a wide variety of
investment banking, brokerage and related services. Lazard and its affiliates
provide investment management services to client discretionary accounts with
assets totaling approximately $67 billion as of June 30, 1998. Lazard's
clients are both individuals and institutions, some of whose accounts have
investment policies similar to those of the Portfolio.
WHO AT LAZARD MANAGES THE MID-CAP VALUE PORTFOLIO? Herbert W. Gullquist,
Managing Director of Lazard Freres, is Chief Investment Officer of Lazard and
a Vice-Chairman of Lazard Freres. He has 37 years of investment experience.
Prior to joining Lazard Freres in 1982, Mr. Gullquist served as a General
Partner of Oppenheimer & Company Inc. and as a Managing Director and the Chief
Investment Officer of Oppenheimer Capital Corp. He had previously been
Founder, Director and Senior Investment Officer with Stuyvesant Asset
Management. Prior to that, he was Vice President in charge of the
discretionary pension fund group at First National Bank of Chicago. He holds a
B.A. from Northwestern University. Mr. Gullquist is responsible for monitoring
all investment activity to ensure adherence to Lazard's investment philosophy
and guidelines. Mr. Gullquist is supported by Eileen D. Alexanderson. Ms.
Alexanderson is a Managing Director responsible for U.S./global equity
management and overseeing the day-to-day operations of the U.S. small-cap and
U.S. mid-cap equity investment teams. Ms. Alexanderson joined the firm in 1979
and has 18 years of investment experience. She is a CFA and holds a B.S. from
St. John's University.
For the services provided, Pacific Life pays Lazard a fee based upon an
annual percentage of the average daily net assets of the Mid-Cap Value
Portfolio according to the following schedule:
MID-CAP VALUE PORTFOLIO
<TABLE>
<CAPTION>
BREAK POINT
RATE (%) (ASSETS)
-------- -----------
<S> <C>
.55%............................................... On first $200 million
.50%............................................... On next $200 million
.45%............................................... On next $200 million
.40%............................................... On next $200 million
.30%............................................... On next $200 million
.25%............................................... On excess
</TABLE>
WHO IS THE PORTFOLIO MANAGER FOR THE LARGE-CAP VALUE PORTFOLIO? Salomon
Brothers Asset Management Inc. ("SBAM"), a wholly-owned subsidiary of Salomon
Brothers Holding Company Inc, which is wholly-owned by Salomon Smith Barney
Holdings Inc. which is, in turn, wholly-owned by Travelers Group, Inc. SBAM
was incorporated in 1987 and, together with SBAM affiliates in London,
Frankfurt, Tokyo and Hong Kong, provides a broad range of fixed-income and
equity investment advisory services to various individuals and institutional
clients located throughout the world, and serves as investment adviser to
various investment companies. As of March 31, 1998, SBAM and such affiliates
managed approximately $27 billion of assets.
9
<PAGE>
On April 6, 1998, Travelers announced that it had entered into a Merger
Agreement with Citicorp. The transaction, which is expected to be completed
during the third quarter of 1998, is subject to various regulatory approvals,
including approval by the Federal Reserve Board. The transaction is also
subject to approval by the stockholders of each of Travelers and Citicorp.
Upon consummation of the merger, it is anticipated that SBAM and its
affiliates would be wholly-owned subsidiaries of the merged corporation. The
surviving corporation would be a bank holding company, subject to regulation
under the Bank Holding Company Act of 1956 ("BHCA"), the requirements of the
Glass-Steagall Act and certain other laws and regulations, assuming such laws
remain in effect. Although the effects of the merger of Travelers and Citicorp
and compliance with the requirements of the BHCA and the Glass-Steagall Act
are still under review, SBAM has informed Pacific Life that it does not
believe that its compliance with applicable law following the merger of
Travelers and Citicorp will have a material adverse effect on its ability to
continue to provide the Portfolio with the same level of investment advisory
services currently offered.
WHO AT SBAM MANAGES THE LARGE-CAP VALUE PORTFOLIO? SBAM employs a team
approach to the management of the U.S. Large-Cap Equity portfolios. The team
consists of individuals with industry knowledge and with experience and
expertise in both fundamental and quantitative analysis. The team is led by
Jack Cunningham, Vice President and Portfolio Manager. Mr. Cunningham is
responsible for directing investment policy and strategy. Mr. Cunningham is
supported by a team of 18 experienced U.S. Equity professionals who have
specific fundamental and quantitative research skills for all stages of SBAM's
equity investment process. Mr. Cunningham is a co-portfolio manager of the
Salomon Brothers Investors Fund and an equity analyst responsible for covering
the food and tobacco, restaurants, REITS, and real estate industries. Prior to
joining SBAM, Mr. Cunningham worked as an investment banker and financial
analyst for Salomon Brothers Energy Group. Mr. Cunningham holds a B.A. in
English from the University of Virginia and a M.B.A. from the Amos Tuck School
at Dartmouth College.
For the services provided, Pacific Life pays SBAM a fee based upon an annual
percentage of the average daily net assets of the Large-Cap Value Portfolio
according to the following schedule:
LARGE-CAP VALUE PORTFOLIO
<TABLE>
<CAPTION>
BREAK POINT
RATE (%) (ASSETS)
-------- -----------
<S> <C>
.45%............................................... On first $100 million
.40%............................................... On next $100 million
.35%............................................... On next $200 million
.30%............................................... On next $350 million
.25%............................................... On next $250 million
.20%............................................... On excess
</TABLE>
THE FOLLOWING PARAGRAPHS ARE ADDED AT THE END OF THE SECTION ENTITLED "HOW
HAS THE FUND SECURED THE SERVICES OF THE INVESTMENT ADVISER AND THE PORTFOLIO
MANAGERS?":
The Fund intends to apply to the Securities and Exchange Commission (the
"SEC") for an exemptive order from the 1940 Act that will permit the Fund and
the Adviser to enter into and materially amend portfolio management agreements
with new or existing portfolio managers without such agreements or amendments
being approved by the pertinent Portfolio's shareholders, except that this
order would not apply to portfolio management agreements with an affiliated
person of Pacific Life. If this order is obtained, the Fund or the Adviser
could terminate a portfolio management agreement with an existing portfolio
manager and engage a new portfolio manager, or materially amend a portfolio
management agreement, without shareholder approval of the new portfolio
management agreement or the amendment.
It is anticipated that prior to operating the Fund in a manner that would
not require shareholder approval of portfolio management agreements as
described above, any such exemptive order would require shareholder
10
<PAGE>
approval of this method of operation itself. However, shareholder approval of
this method of operation may not be necessary for the Mid-Cap Value, Large-Cap
Value, Small-Cap Index, and REIT Portfolios, and thus, these Portfolios could
be operated under the method of operation described above upon effectiveness
of the exemptive order. There can be no assurance that any such exemptive
order would be issued by the SEC.
It is anticipated that if the exemptive order is granted, notice to
shareholders would be required of new portfolio management agreements or
material amendments to portfolio management agreements. Any material changes
to the Investment Advisory Agreement between the Fund and Pacific Life would
not be subject to the exemptive order, and therefore, would still require
shareholder approval.
THE THIRD AND LAST TWO SENTENCES UNDER "HOW MUCH DOES THE FUND PAY FOR THE
ADVISORY SERVICES OF PACIFIC LIFE AND THE PORTFOLIO MANAGERS?" ARE DELETED AND
THE FOLLOWING IS ADDED:
For the Mid-Cap Value, International, and Large-Cap Value Portfolios, the
Fund pays .85% of the average daily net assets of the Portfolio. For the REIT
and Emerging Markets Portfolios, the Fund pays 1.10% of the average daily net
assets of the Portfolio. For the Small-Cap Index and Equity Index Portfolios,
the Fund pays 50% of the combined average daily net assets of the Portfolios.
THE FOLLOWING SECTIONS ARE ADDED UNDER "TOTAL RETURN":
PRIOR PERFORMANCE OF ACCOUNTS MANAGED BY LAZARD ASSET MANAGEMENT THAT ARE
COMPARABLE TO THE MID-CAP VALUE PORTFOLIO
The table below sets forth the performance data relating to the historical
performance of a composite of accounts (the "Lazard Composite") managed by
Lazard which have substantially similar investment objectives, policies, and
strategies to those of the Mid-Cap Value Portfolio (except that leverage has
not been used for the portfolios in the Lazard Composite). The Lazard
Composite currently consists of 5 advisory accounts. The performance
information for the Lazard Composite is presented in two forms: (1) the first
column reflects average fees and expenses charged to the accounts in the
Lazard Composite and (2) the second column uses the gross performance of the
Lazard Composite, adjusted to reflect the estimated fees and expenses of the
Mid-Cap Value Portfolio. The expenses shown for the Lazard Composite include
investment advisory fees, but do not include custody fees or other expenses
for mutual funds which, if included, would lessen performance and which are
expenses the Mid-Cap Value Portfolio bears. The returns of the individual
portfolios within the Lazard Composite are time-weighted, use trade date
accounting, are based upon monthly portfolio valuations, and include the
reinvestment of all earnings as of the payment date.
The Lazard Composite data was calculated using the methodology recommended
by the Association for Investment Management and Research ("AIMR"). The
returns from January 1, 1996 to December 31, 1997 have been audited for
compliance with the AIMR standards. The portfolios included in the Lazard
Composite consist of all fully discretionary, fee-paying, institutional U.S.
tax-exempt portfolios with a U.S. Mid-Cap equity investment mandate and a
minimum of $5 million in assets under management by Lazard for a period of at
least 6 full calendar months prior to January 1, 1998 or at least 3 full
calendar months thereafter. (The Composite does not include the performance of
any mutual funds.)
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 a mutual fund. In addition, the performance data for the advisory
accounts included in the Lazard Composite may not be representative of the
Mid-Cap Value Portfolio because those accounts may not be subject to the
obligation to redeem shares upon request and to meet diversification
requirements, specific tax restrictions and investment limitations imposed on
the Mid-Cap Value 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 Mid-Cap Value Portfolio, this might reduce the comparability
of the Mid-Cap Value Portfolio's performance to that of the comparable
accounts. Moreover, the Mid-Cap Value Portfolio's future investments will not
necessarily be
11
<PAGE>
identical to those of the comparable accounts. Investors should also be aware
that the use of a methodology different from that used to calculate the
returns of the Lazard Composite could result in different performance data.
THE INVESTMENT RESULTS PRESENTED BELOW ARE NOT THOSE OF THE MID-CAP VALUE
PORTFOLIO OR ANY OTHER PORTFOLIO OF THE FUND AND ARE NOT INTENDED TO PREDICT
OR SUGGEST RETURNS THAT MIGHT BE EXPERIENCED BY THE MID-CAP VALUE PORTFOLIO OR
AN INDIVIDUAL INVESTOR HAVING AN INTEREST IN THE MID-CAP VALUE PORTFOLIO.
THESE TOTAL RETURN FIGURES REPRESENT PAST PERFORMANCE AND DO NOT INDICATE
FUTURE RESULTS WHICH WILL VARY. THIS PERFORMANCE DATA DOES NOT REFLECT THE
DEDUCTION FOR SEPARATE ACCOUNT OR CONTRACT LEVEL CHARGES.
TOTAL RETURN FOR THE LAZARD U.S. MID-CAP EQUITY COMPOSITE
AND THE RUSSELL MIDCAP INDEX
<TABLE>
<CAPTION>
LAZARD U.S. MID-CAP EQUITY
LAZARD U.S. MID- COMPOSITE ADJUSTED TO REFLECT
CAP EQUITY ESTIMATED EXPENSES OF THE MID-CAP
COMPOSITE* VALUE PORTFOLIO RUSSELL MIDCAP INDEX+
------------------ --------------------------------- ---------------------
ANNUAL & QUARTERLY ANNUAL & QUARTERLY ANNUAL & QUARTERLY
YEAR TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
---- ------------------ --------------------------------- ---------------------
<S> <C> <C> <C>
1998
2nd Qtr................ -6.48 -6.69 -1.51
1st Qtr................ 14.32 14.19 10.81
1997
Year................... 28.46 27.83 29.01
4th Qtr................ -2.49 -2.62 1.11
3rd Qtr................ 11.44 11.27 13.28
2nd Qtr................ 15.03 14.83 13.56
1st Qtr................ 2.77 2.58 -0.82
1996
Year................... 24.70 24.06 19.00
4th Qtr................ 8.53 8.33 5.85
3rd Qtr................ 2.80 2.63 3.13
2nd Qtr................ 2.21 2.05 2.82
1st Qtr................ 9.35 9.20 6.02
<CAPTION>
AVERAGE ANNUAL AVERAGE ANNUAL AVERAGE ANNUAL
TIME PERIOD TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
----------- ------------------ --------------------------------- ---------------------
<S> <C> <C> <C>
1 Year ending 6/30/98... 16.18 15.57 25.00
Inception (1/1/96) to
6/30/98................ 24.00 23.37 22.93
</TABLE>
- --------
* Return reflects the average investment advisory fees and expenses charged to
the accounts in the Lazard Composite. Expenses do not include the expenses
for custody (or other expenses for mutual funds) which if included, could
lessen performance and which are expenses that the Mid-Cap Value Portfolio
bears.
+ The Russell Midcap Index measures the performance of the 800 smallest
companies of the Russell 1000 Index (an index comprised of the 1,000 largest
companies in the Russell 3000 Index in terms of market capitalization),
which represents approximately 35% of the total market capitalization of the
Russell 1000 Index. As of June 30, 1998, the average market capitalization
of the Russell Midcap Index was approximately $3.7 billion and the median
capitalization was approximately $2.9 billion, and the largest company in
the index had an approximate market capitalization of $10.3 billion. For
purposes of calculating total return, dividends declared by any company in
the Russell Midcap Index are reinvested on the ex-dividend date. The Russell
Midcap Index is unmanaged.
12
<PAGE>
PRIOR PERFORMANCE OF A FUND MANAGED BY SALOMON BROTHERS ASSET MANAGEMENT
INC THAT IS COMPARABLE TO THE LARGE-CAP VALUE PORTFOLIO
The table below sets forth the performance data relating to the historical
performance of the Salomon Brothers Investors Fund ("the Salomon Investors
Fund"), a mutual fund managed by SBAM, which has substantially similar
investment objectives, policies and strategies to those of the Large-Cap Value
Portfolio. The performance information for the Salomon Investors Fund is
presented in two forms: (1) the first presentation reflects fees and expenses
charged to the Salomon Investors Fund; and (2) the second presentation uses
the gross performance of the Salomon Investors Fund adjusted to reflect the
estimated fees and expenses of the Large-Cap Value Portfolio.
THE INVESTMENT RESULTS PRESENTED BELOW ARE NOT THOSE OF THE LARGE-CAP VALUE
PORTFOLIO OR ANY OTHER PORTFOLIO OF THE FUND AND ARE NOT INTENDED TO PREDICT
OR SUGGEST RETURNS THAT MIGHT BE EXPERIENCED BY THE LARGE-CAP VALUE PORTFOLIO
OR AN INDIVIDUAL INVESTOR HAVING AN INTEREST IN THE LARGE-CAP VALUE PORTFOLIO.
THESE TOTAL RETURN FIGURES REPRESENT PAST PERFORMANCE AND DO NOT INDICATE
FUTURE RESULTS WHICH WILL VARY. THIS PERFORMANCE DATA DOES NOT REFLECT THE
DEDUCTION FOR SEPARATE ACCOUNT OR CONTRACT LEVEL CHARGES.
TOTAL RETURN FOR THE SALOMON FUND AND S&P 500 INDEX
<TABLE>
<CAPTION>
SALOMON INVESTORS FUND
SALOMON INVESTORS FUND ADJUSTED TO REFLECT ESTIMATED
YEAR (CLASS O)* EXPENSES OF THE LARGE-CAP PORTFOLIO S&P 500 INDEX+
---- ----------------------- ----------------------------------- -----------------------
ANNUAL TOTAL RETURN (%) ANNUAL TOTAL RETURN (%) ANNUAL TOTAL RETURN (%)
----------------------- ----------------------------------- -----------------------
<S> <C> <C> <C>
1998 (1)................ 12.25 12.18 gross 17.71
1997.................... 26.47 26.56 33.36
1996.................... 30.55 30.58 22.96
1995.................... 35.48 35.73 37.58
1994.................... (1.26) (1.46) 1.32
1993.................... 15.17 15.08 10.08
1992.................... 7.44 7.30 7.62
1991.................... 29.31 29.32 30.47
<CAPTION>
AVERAGE ANNUAL AVERAGE ANNUAL AVERAGE ANNUAL
TIME PERIOD TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
----------- ----------------------- ----------------------------------- -----------------------
<S> <C> <C> <C>
1 Year ending 6/30/98... 23.38 23.37 30.16
3 Years ending 6/30/98.. 29.04 29.09 30.23
5 Years ending 6/30/98.. 21.47 21.47 23.08
Inception (5/1/90) to
6/30/98(2)............. 18.16 18.13 19.42
</TABLE>
- --------
* Returns reflect the investment advisory fees and operating expenses of the
Salomon Fund.
+ The S&P 500 Index measures the performance of approximately 500 large
capitalization U.S. companies. As of June 30, 1998, the average market
capitalization of the S&P 500 Index was approximately $70.7 billion and the
median market capitalization was approximately $49.9 billion. For purposes
of calculating total return, dividends declared by any company in the S&P
500 Index are reinvested on the ex-dividend date. The index does not
include fees or operating expenses and is not available for investment. The
index is compiled by Standard & Poors Corporation ("S&P").
(1) Non-annualized total return through June 30, 1998.
(2) The Fund has been managed by SBAM since May 1, 1990, and was managed by
another manager prior to that date.
13
<PAGE>
PRIOR PERFORMANCE OF A FUND MANAGED BY BANKERS TRUST COMPANY THAT IS
COMPARABLE TO THE SMALL-CAP INDEX PORTFOLIO
The table below sets forth the performance data relating to the historical
performance of a portfolio of BT Advisor Funds called the Small-Cap Index Fund
(the "BT Advisor Fund"). The BT Advisor Fund is a mutual fund managed by
Bankers Trust Company and has substantially similar investment objectives,
policies, and strategies to those of the Small-Cap Index Portfolio. The
performance information for the BT Advisor Fund is presented in two forms: (1)
the first presentation reflects the fees and expenses of the BT Advisor Fund;
and (2) the second presentation uses the gross performance of the BT Advisor
Funds which is adjusted to reflect the estimated fees and expenses of the
Small-Cap Index Portfolio.
THE INVESTMENT RESULTS PRESENTED BELOW ARE NOT THOSE OF THE SMALL-CAP INDEX
PORTFOLIO OR ANY OTHER PORTFOLIO OF THE FUND AND ARE NOT INTENDED TO PREDICT
OR SUGGEST RETURNS THAT MIGHT BE EXPERIENCED BY THE SMALL-CAP INDEX PORTFOLIO
OR AN INDIVIDUAL INVESTOR HAVING AN INTEREST IN THE SMALL-CAP INDEX PORTFOLIO.
THESE TOTAL RETURN FIGURES REPRESENT PAST PERFORMANCE AND DO NOT INDICATE
FUTURE RESULTS WHICH WILL VARY. THIS PERFORMANCE DATA DOES NOT REFLECT THE
DEDUCTION FOR SEPARATE ACCOUNT OR CONTRACT LEVEL CHARGES.
TOTAL RETURN FOR THE BT ADVISOR FUND AND THE RUSSELL 2000 INDEX
<TABLE>
<CAPTION>
BT ADVISOR FUND
ADJUSTED TO REFLECT ESTIMATED
BT ADVISOR FUND EXPENSES OF THE SMALL-CAP INDEX RUSSELL 2000
(INSTITUTIONAL CLASS)* PORTFOLIO INDEX+
---------------------- ------------------------------- ------------------
ANNUAL & QUARTERLY ANNUAL & QUARTERLY ANNUAL & QUARTERLY
PERIOD TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
------ ---------------------- ------------------------------- ------------------
<S> <C> <C> <C>
1998
2nd Qtr................ -5.00 -5.08 -4.66
1st Qtr................ 9.70 9.62 10.06
1997
Year................... 23.00 23.69 22.36
4th Qtr. .............. -3.29 -3.37 -3.35
3rd Qtr. .............. 14.95 14.87 14.88
2nd Qtr................ 15.85 15.77 16.21
1st Qtr................ -4.50 -4.58 -5.17
1996
4th Qtr. .............. 4.76 4.68 5.19
<CAPTION>
AVERAGE ANNUAL TOTAL AVERAGE ANNUAL AVERAGE ANNUAL
TIME PERIOD RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
----------- ---------------------- ------------------------------- ------------------
<S> <C> <C> <C>
1 Year ending 6/30/98... 15.86 15.55 16.51
Inception (7/31/96) to
6/30/98(1)............. 22.58 22.32 22.91
</TABLE>
- --------
* Returns reflect the investment advisory fees and operating expenses of the
BT Advisor Fund.
+ The Russell 2000 Index measures performance of approximately 2,000 small
capitalization companies. As of December 31, 1997, the dollar weighted
average market capitalization of the Russell 2000 Index was approximately
$820 million and the dollar weighted median market capitalization was
approximately $750 million. For purposes of calculating total return,
dividends declared by any company in the Russell 2000 Index are reinvested
on the ex-dividend date. The index does not include fees or operating
expenses and is not available for investment. The index is compiled by
Frank Russell Company.
(1) Actual inception date is 7/10/96; performance calculations begin as of
7/31/96.
14
<PAGE>
PERFORMANCE OF A FUND MANAGED BY MORGAN STANLEY ASSET MANAGEMENT INC. THAT IS
COMPARABLE TO THE REIT PORTFOLIO.
The table below sets forth the performance of data relating to the
historical performance of a portfolio of the Morgan Stanley Institutional Fund,
Inc. called (the "Morgan Stanley U.S. Real Estate Fund").
The Morgan Stanley U.S. Real Estate Fund is a mutual fund managed by MSAM
and has substantially similar investment objectives, policies and strategies
to those of the REIT Portfolio. The performance of the Morgan Stanley U.S.
Real Estate Fund is presented in two forms: (1) the first presentation
reflects the fees and expenses of the Morgan Stanley U.S. Real Estate Fund;
and (2) the second presentation uses the gross performance of the Morgan
Stanley U.S. Real Estate Fund, adjusted to reflect the estimated fees and
expenses of the REIT Portfolio.
THE INVESTMENT RESULTS PRESENTED BELOW ARE NOT THOSE OF THE REIT PORTFOLIO
OR ANY OTHER PORTFOLIO OF THE FUND AND ARE NOT INTENDED TO PREDICT OR SUGGEST
RETURNS THAT MIGHT BE EXPERIENCED BY THE REIT PORTFOLIO OR AN INDIVIDUAL
INVESTOR HAVING AN INTEREST IN THE REIT PORTFOLIO. THESE TOTAL RETURN FIGURES
REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS WHICH WILL VARY.
THIS PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION FOR SEPARATE ACCOUNT OR
CONTRACT LEVEL CHARGES.
TOTAL RETURN OF THE MORGAN STANLEY
U.S. REAL ESTATE FUND AND THE NAREIT INDEX
<TABLE>
<CAPTION>
MORGAN STANLEY MORGAN STANLEY U.S. REAL ESTATE FUND
U.S. REAL ESTATE FUND ADJUSTED TO REFLECT ANTICIPATED
(CLASS A)* EXPENSES OF THE REIT PORTFOLIO NAREIT EQUITY INDEX+
--------------------- ------------------------------------ --------------------
ANNUAL & QUARTERLY ANNUAL & QUARTERLY ANNUAL & QUARTERLY
YEAR TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
---- --------------------- ------------------------------------ --------------------
<S> <C> <C> <C>
1998
2nd Qtr................ -2.49 -2.61 -4.58
1st Qtr................ 1.74 1.62 -0.47
1997
Year................... 27.62 27.70 20.29
4th Qtr. .............. 4.69 4.57 1.75
3rd Qtr. .............. 7.73 7.60 11.82
2nd Qtr................ 10.82 10.70 4.97
1st Qtr................ 0.60 0.48 0.72
1996
Year................... 39.56 30.72 35.26
4th Qtr. .............. 14.37 14.25 18.84
3rd Qtr. .............. 8.34 8.22 6.54
2nd Qtr................ 4.59 4.47 4.44
1st Qtr................ 1.78 1.65 2.27
1995
4th Qtr. .............. 7.61 7.49 4.14
3rd Qtr. .............. 6.28 6.25 4.70
2/24/95 - 6/30/95 ..... 8.30 8.25 5.46
<CAPTION>
AVERAGE ANNUAL AVERAGE ANNUAL AVERAGE ANNUAL
TIME PERIOD TOTAL RETURN (%) TOTAL RETURN (%) TOTAL RETURN (%)
----------- --------------------- ------------------------------------ --------------------
<S> <C> <C> <C>
1 Year ending 6/30/98... 8.50 8.43 18.88
Inception (2/24/95) to 23.81 23.85 18.74
6/30/98................
</TABLE>
- --------
* Returns reflect the investment advisory fees and operating expenses of the
Morgan Stanley U.S. Real Estate Fund.
+ The NAREIT Index measures the performance of all tax-qualified REITs listed
on the New York Stock Exchange, American Stock Exchange and NASDAQ National
Market System. For purposes of determining total return, dividends are
included in the month based upon their payment date; and liquidating
dividends, whether full or partial, are treated as income.
15
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-98-000424, as filed on March
2, 1998, and incorporated by reference herein.)
<PAGE>
SUPPLEMENT DATED JANUARY 1, 1999 TO THE STATEMENT
OF ADDITIONAL INFORMATION FOR PACIFIC SELECT FUND DATED MAY 1, 1998 ("SAI")
THE FIRST PARAGRAPH OF THE COVER PAGE OF THE STATEMENT OF INFORMATION IS
DELETED AND REPLACED WITH THE FOLLOWING:
The Pacific Select Fund is an open-end investment management company
currently offering eighteen separate investment portfolios. The following
seventeen of those portfolios are diversified: the Money Market Portfolio; the
High Yield Bond Portfolio; the Managed Bond Portfolio; the Government
Securities Portfolio; the Growth Portfolio; the Aggressive Equity Portfolio;
the Growth LT Portfolio; Mid-Cap Value Portfolio; the Equity Income Portfolio;
the Multi-Strategy Portfolio; the Equity Portfolio; the Bond and Income
Portfolio; the Equity Index Portfolio; the International Portfolio; the
Emerging Markets Portfolio; the Small-Cap Index Portfolio; and Large-Cap Value
Portfolio. The REIT Portfolio is non-diversified. The Fund's Adviser is
Pacific Life Insurance Company.
"SECURITIES AND INVESTMENT TECHNIQUES" IS AMENDED AS FOLLOWS:
THE THIRD SENTENCE OF THE FIRST PARAGRAPH UNDER "MORTGAGE-RELATED
SECURITIES" IS AMENDED TO INCLUDE THE MID-CAP VALUE AND LARGE-CAP VALUE
PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "HIGH YIELD BONDS" IS AMENDED TO READ:
High Yield Bond, Managed Bond (up to 10% of its assets), Equity Income,
Multi-Strategy, Growth LT (up to 10% of its assets), Large-Cap Value (no limit
on convertible high yield securities, and up to 5% of its assets in non-
convertible high yield securities), Bond and Income (up to 20% of its assets),
and International Portfolios (up to 5% of its assets), measured at the time of
investment, may invest in high risk debt securities rated lower than Baa or
BBB, or, if not rated by Moody's or S&P, of equivalent quality (although the
Managed Bond Portfolio may not invest in securities rated lower than B) ("high
yield bonds," which are commonly referred to as "junk bonds").
"CORPORATE DEBT SECURITIES" IS AMENDED TO READ:
All Portfolios may invest in U.S. dollar-denominated corporate debt
securities of domestic issuers and the Money Market. High Yield Bond, Managed
Bond, Government Securities, Aggressive Equity, Growth LT, Mid-Cap Value,
Multi-Strategy, Bond and Income, International and Emerging Markets Portfolios
may invest in U.S. dollar-denominated debt securities of foreign issuers. The
Aggressive Equity, Growth LT, Mid-Cap Value, International, and Emerging
Markets Portfolios and, to the extent of 20% of their assets, the Managed Bond
and Government Securities Portfolios, and to the extent of 10% of their
assets, the Mid-Cap Value, Multi-Strategy and Bond and Income Portfolios may
also invest in debt securities of foreign issuers denominated in foreign
currencies.
THE FIRST PARAGRAPH UNDER "BORROWING" IS AMENDED BY ADDING THE FOLLOWING
SENTENCE TO THE END OF THE PARAGRAPH:
As discussed in the Prospectus, the Mid-Cap Value Portfolio may engage in
leverage.
THE FIRST PARAGRAPH UNDER "REVERSE REPURCHASE AGREEMENTS AND OTHER
BORROWINGS" IS AMENDED TO INCLUDE THE MID-CAP VALUE PORTFOLIO.
THE SECTION ENTITLED "SHORT SALES AGAINST THE BOX" IS RENAMED "SHORT SALES",
AND THE FIRST SENTENCE IS AMENDED AS FOLLOWS:
The Mid-Cap Value Portfolio may enter into short sales and, together with
the Aggressive Equity and Equity Portfolios, may enter into "short sales
against the box."
1
<PAGE>
THE SECTION ENTITLED "FOREIGN SECURITIES" IS AMENDED BY ADDING THE
FOLLOWING:
The Large-Cap Value Portfolio may invest up to 20% of its assets of
securities located in foreign countries. The Mid-Cap Value Portfolio may
invest up to 15% of its assets in foreign equity or debt securities.
THE FIRST PARAGRAPH UNDER "FOREIGN CURRENCY TRANSACTIONS", AND THE FIRST AND
EIGHTH PARAGRAPHS UNDER SUBSECTION "FORWARD FOREIGN CURRENCY CONTRACTS", ARE
AMENDED TO INCLUDE THE MID-CAP VALUE AND THE LARGE-CAP VALUE PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "OPTIONS", AND THE FIRST SENTENCE OF THE FIRST
PARAGRAPH UNDER SUBSECTION "PURCHASING AND WRITING OPTIONS ON SECURITIES", AND
THE FIRST SENTENCE OF THE FIRST PARAGRAPH UNDER SUBSECTION "PURCHASING OPTIONS
ON STOCK INDEXES" ARE AMENDED TO INCLUDE THE MID-CAP VALUE, THE LARGE-CAP
VALUE, AND THE SMALL-CAP INDEX PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "OPTIONS ON FOREIGN CURRENCIES" IS AMENDED TO
INCLUDE THE MID-CAP VALUE AND THE LARGE-CAP VALUE PORTFOLIO.
THE FIRST PARAGRAPH UNDER "FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS", THE FIRST SENTENCE OF THE FIRST PARAGRAPH UNDER SUBSECTION "STOCK
INDEX FUTURES", AND THE FIRST SENTENCE OF THE FIRST, SECOND AND THIRD
PARAGRAPHS UNDER SUBSECTION "FUTURES OPTIONS" ARE AMENDED TO INCLUDE THE MID-
CAP VALUE AND THE SMALL-CAP INDEX PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "FOREIGN CURRENCY FUTURES AND OPTIONS THEREON" IS
AMENDED TO INCLUDE THE MID-CAP VALUE AND THE LARGE-CAP VALUE PORTFOLIOS.
THE FIRST PARAGRAPH UNDER "SWAP AGREEMENTS AND OPTIONS ON SWAP AGREEMENTS"
IS AMENDED TO INCLUDE THE MID-CAP VALUE PORTFOLIO.
"WARRANTS AND RIGHTS" IS AMENDED AS FOLLOWS:
THE FIRST SENTENCE IS AMENDED TO READ:
The High Yield Bond, Growth LT, Mid-Cap Value, Equity Income, Multi-
Strategy, Equity, and Bond and Income Portfolios, may invest in warrants;
however, not more than 10% of the market value of a Portfolio's assets (at the
time of purchase), and in the case of the Equity Portfolio 5%, may be invested
in warrants other than warrants acquired in units or attached to other
securities.
THE FOLLOWING SENTENCE IS ADDED AFTER THE FIRST SENTENCE:
The Mid-Cap Value Portfolio may invest up to 5% of its total assets in
rights.
"INVESTMENT RESTRICTIONS--FUNDAMENTAL INVESTMENT RESTRICTIONS" IS AMENDED AS
FOLLOWS:
PARAGRAPH (i) IS AMENDED TO READ:
(i) invest in a security if, as a result of such investment, more than 25%
of its total assets (taken at market value at the time of such investment)
would be invested in the securities of issuers in any particular industry,
except that this restriction does not apply to securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities (or repurchase
agreements thereto). This restriction does not apply to the REIT Portfolio,
which will normally invest more than 25% of its total assets in securities of
issuers of real estate investment trusts and in industries related to real
estate.
PARAGRAPH (ii) IS AMENDED TO READ:
(ii) except for the REIT Portfolio, with respect to 75% of its total assets,
invest in a security if, as result of such investment, more than 5% of its total
assets (taken at market value at the time
2
<PAGE>
of such investment) would be invested in the securities of any one issuer,
except that this restriction does not apply to securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities;
PARAGRAPH (vi) IS AMENDED TO READ:
(vi) lend any funds or other assets, except that a Portfolio may, consistent
with its investment objectives and policies: (a) invest in debt obligations
including bonds, debentures or other debt securities, bankers' acceptances,
and commercial paper, even though the purchase of such obligations may be
deemed to be the making of loans; (b) enter into repurchase agreements and
reverse repurchase agreements; and (c) lend its portfolio securities in an
amount not to exceed 25% of the value of its total assets (except the Mid-Cap
Value, Large-Cap Value, Small-Cap Index and REIT Portfolios are not so
limited), provided such loans are made in accordance with applicable
guidelines established by the Securities and Exchange Commission and the
Fund's Trustees.
"INVESTMENT RESTRICTIONS--NONFUNDAMENTAL INVESTMENT RESTRICTIONS" IS AMENDED
AS FOLLOWS:
PARAGRAPH (ii) IS AMENDED TO READ:
(ii) other than the Mid-Cap Value Portfolio, sell securities or property
short, except short sales against the box.
PARAGRAPH (iv) IS AMENDED TO READ:
(iv) except the Mid-Cap Value Portfolio, purchase securities on margin
(except for use of short-term credit necessary for clearance of purchases and
sales of portfolio securities) but it may make margin deposits in connection
with transactions in options, futures, and options on futures.
PARAGRAPH (v) IS AMENDED TO READ:
(v) except the Mid-Cap Value Portfolio, maintain a short position, or
purchase, write, or sell puts, calls, straddles, spreads or combinations
thereof, except as set forth in the Prospectus and in the SAI for transactions
in options, futures, and options on futures.
ADDITION OF PARAGRAPH (viii):
(viii) lend any funds or other assets, except that a Portfolio may,
consistent with its investment objectives and policies: (a) invest in debt
obligations including bonds, debentures or other debt securities, bankers'
acceptances, and commercial paper, even though the purchase of such
obligations may be deemed to be the making of loans; (b) enter into repurchase
agreements and reverse repurchase agreements; and (c) lend its portfolio
securities in an amount not to exceed 33 1/3% of the value of its total
assets, provided such loans are made in accordance with applicable guidelines
established by the Securities and Exchange Commission and the Fund's Trustees.
3
<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, 1997;
(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/4/
(1)(b) Establishment and Designation of Shares of
Beneficial Interest in the Equity Index Series/1/
(1)(c) Amendment to Agreement and Declaration of Trust
(2) By-Laws of Registrant/1/
(3) Not Applicable
(4) Instruments Defining Rights of Holders of
Securities/1/
(5)(a) Investment Advisory Agreement/1/
(5)(b) Portfolio Management Agreement - Capital Guardian
Trust Company/1/
(5)(c) Portfolio Management Agreement - Bankers Trust
Company/1/
(5)(d) Portfolio Management Agreement - J.P. Morgan
Investment Management Inc./1/
(5)(e) Portfolio Management Agreement - Janus Capital
Corporation/1/
(5)(f) Portfolio Management Agreement - Morgan Stanley
Asset Management Inc./6/
(5)(g) Portfolio Management Agreement - Alliance Capital
Management L.P./7/
(5)(h) Portfolio Management Agreement - Goldman Sachs
Asset Management/7/
II-1
<PAGE>
(5)(i) Portfolio Management Agreement - Pacific
Investment Management Company/1/
(5)(j) Portfolio Management Agreement - Blairlogie
Capital Management/1/
(5)(k) Addendum to Portfolio Management Agreement -
Janus Capital Corporation/5/
(5)(l) Addendum to Portfolio Management Agreement -
J.P. Morgan Investment Management Inc./5/
(5)(m) Addendum to Portfolio Management Agreement -
Pacific Investment Management Company/5/
(5)(n) Addendum to Portfolio Management Agreement -
Blairlogie Capital Management/5/
(5)(o) Addendum to Advisory Agreement
(5)(p) Portfolio Management Agreement - Salomon Brothers
Asset Management Inc.
(5)(q) Portfolio Management Agreement - Lazard Asset
Management
(5)(r) Addendum to Portfolio Management Agreement -
Morgan Stanley Asset Management Inc.
(5)(s) Addendum to Portfolio Management Agreement -
Bankers Trust Company
(6)(a) Distribution Agreement/1/
(6)(b) Addendum to Distribution Agreement
(7) Not Applicable
(8)(a) Custodian Agreement/1/
(8)(b) Custodian Agreement Fee Schedule/5/
(8)(c) Addendum to Custodian Agreement
(9)(a) Agency Agreement/1/
(9)(b) Participation Agreement/1/
(9)(c) Agreement for Support Services/2/
(9)(d) Addendum to Agency Agreement
(9)(e) Addendum to Participation Agreement
(10) Opinion and Consent of Counsel/1/
(11) Independent Auditor's Consent
(12) Annual Report - December 31, 1997/3/
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Performance Quotation Computations/7/
(17) Financial Data Schedules - December 31, 1997
- ------------
/1/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-95-
002464 filed on November 22, 1995 and incorporated by reference herein.
/2/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000275 filed on February 1, 1996 and incorporated by reference herein.
/3/ Included in Registrant's Form Type N-30D, Accession No. 0001017062-98-
000289 filed on February 13, 1998 and incorporated by reference herein.
/4/ Included in Registrant's Form Type N1A/A, Accession No. 0000898430-96-
000919 filed on March 22, 1996 and incorporated by reference herein.
/5/ Included in Registrant's Form Type N1A/B, Accession No. 0001017062-97-
000728 filed on April 25, 1997 and incorporated by reference herein.
/6/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-97-
001012 filed on May 16, 1997 and incorporated by reference herein.
/7/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-98-
000424 filed on March 2, 1998 and incorporated by reference herein.
Item 25. Persons Controlled by or Under Common Control with Registrant
-------------------------------------------------------------
Pacific 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, Pacific Select, and Pacific Corinthian Variable
Account Separate Accounts ("Separate Accounts"), owns all of the outstanding
shares of the Series of Registrant. Pacific 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.
Item 26. Numbers of Holders of Securities
--------------------------------
Pacific 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, Pacific COLI and Pacific Corinthian Variable
Account Separate Accounts, is the sole record owner 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 Life Insurance Company
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life Thomas C. Sutton Director, Chairman of the Board and Chief
Executive Officer of Pacific Life Insurance
Company, January 1990 to present; Director,
Chairman of the Board and Chief Executive
Officer of Pacific Mutual Holding Company and
Pacific LifeCorp, August 1997 to present;
Director of: Mutual Service Corporation, PM
Group Life Insurance Co.; PM Realty Advisors,
Inc., and similar positions with various
affiliated companies of Pacific Life
Insurance Company; Director of: Newhall Land
& Farming; Edison International; The Irvine
Company and Immediate Past Chairman of the
American Council of Life Insurance; Former
Director of: Pacific Corinthian Life
Insurance Company, Cadence Capital Management
Corporation, NFJ Investment Group, Inc.,
Pacific Financial Asset Management
Corporation, Pacific Investment Management
Company, and Pacific Mutual Distributors,
Inc.
Pacific Life Richard M. Ferry Director of Pacific Life Insurance Company,
1986 to present; Director of Pacific Mutual
Holding Company and Pacific LifeCorp, August
1997 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.;
Mrs. Field's Original Cookies, Inc.; and
Rainier Bells, Inc.
Pacific Life Donald E. Guinn Director of Pacific Life Insurance Company,
1984 to present; Director of Pacific Mutual
Holding Company and Pacific LifeCorp, August
1997 to present; Chairman Emeritus and Former
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 Life Ignacio E. Lozano, Jr. Director of Pacific Life Insurance Company,
March 1988 to present; Director of
Pacific Mutual Holding Company and Pacific
LifeCorp, August 1997 to present; Chairman
and former Editor-in-Chief of La Opinion;
Director of: Pacific Enterprises; The
Walt Disney Company and Southern California
Gas Company.
Pacific Life Charles D. Miller Director of Pacific Life Insurance
Company, 1986 to present; Director of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 to present; Chairman, Chief
Executive Officer and Director of
Avery Dennison Corporation; Director of:
Nationwide Health Properties, Inc.;
Edison International; Korn/Ferry International;
Occidental College; Former Director of Great
Western Financial Corporation.
Pacific Life Donn B. Miller Director of Pacific Life Insurance
Company, 1977 to present; Director of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 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.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life James R. Ukropina Director of Pacific Life Insurance Company,
January 1989 to present; Director of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 to present; Partner with the law
firm of O'Melveney & Meyers LLP; Director of
Lockheed Martin Corporation; and Stanford
University
Pacific Life Raymond L. Watson Director of Pacific Life Insurance
Company, 1975 to present; Director of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 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; and Irvine Apartment Communities
Pacific Life Glenn S. Schafer Director and President of Pacific Life Insurance
Company, January 1995 to present; Director
and President of Pacific Mutual Holding Company
and Pacific LifeCorp, August 1997 to present;
Director of: PM Group Life Insurance Company;
Mutual Service Corporation; PM Realty Advisors,
Inc.; and similar positions with various
affiliated companies of Pacific Life Insurance
Company; Former Director of Pacific Corinthian
Life Insurance Company; and Pacific Mutual
Distributors, Inc.
Pacific Life Richard M. Rosenberg Director of Pacific Life Insurance Company,
1995 to present; Director of Pacific LifeCorp,
August 1997 to present; Director of Pacific
Mutual Holding Company, October 1997 to present;
Chairman and Chief Executive Officer (Retired)
of BankAmerica Corporation; Director of: Airborne
Express Corporation; BankAmerica Corporation;
Northrop Grumman Corporation;
Potlatch Corporation; Lucille Salter Packard
Children's Hospital at Stanford; UCSF/Stanford
Health Care Center; and SBC Communications; and
Chronicle Publishing; Former Director of Pacific
Telesis Group; and K-2 Incorporated
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Life David R. Carmichael Senior Vice President and General Counsel
of Pacific Life Insurance Company, April
1992 to present; Director of Pacific Life
Insurance Company, August 1997 to present;
Senior Vice President and General Counsel
of Pacific Mutual Holding Company and
Pacific LifeCorp, August 1997 to present;
Senior Vice President and General Counsel of
PM Group Life Insurance Company, July 1998
to present; Director of PM Group Life
Insurance Company; Association of California
Health and Life Insurance Companies; and
Association of Life Insurance Counsel;
Former Director of Pacific Corinthian Life
Insurance Company
Pacific Life Audrey L. Milfs Vice President and Corporate Secretary of
Pacific Life Insurance Company, March 1991
to present; Director of Pacific Life
Insurance Company, August 1997 to present;
Vice President and Secretary of Pacific
Mutual Holding Company and Pacific LifeCorp,
August 1997 to present; Secretary to several
affiliated companies of Pacific Life
Insurance Company; 1981 to present
Pacific Life Edward R. Byrd Vice President and Controller of Pacific
Life Insurance Company, August 1992 to present;
Director, CFO and Treasurer of Pacific Mutual
Distributors, Inc.; Vice President and
Controller of Pacific Mutual Holding Company
and Pacific LifeCorp, August 1997 to present;
and similar positions with various affiliated
companies of Pacific Life Insurance Company
Pacific Life Khanh T. Tran Senior Vice President and Chief Financial
Officer of Pacific Life Insurance Company, June
1996 to present; Director of Pacific Life
Insurance Company, August 1997 to present; Vice
President and Treasurer of Pacific Life Insurance
Company, November 1991 to June 1996; Chief
Financial Officer and Treasurer to several
affiliated companies of Pacific Life, 1990 to
present
Pacific Investment Investment Adviser
Management
Company
("PIMCO")
PIMCO George C. Allan Senior Vice President
PIMCO Tamara J. Arnold, CFA Senior Vice President
PIMCO Denise C. Banno Vice President
PIMCO Leslie A. Barbi Senior Vice President
PIMCO William R. Benz, CFA Managing Director
PIMCO Gregory A. Bishop Vice President
PIMCO John B. Brynjolfsson Vice President
PIMCO Robert W. Burns Executive Vice President
PIMCO Jerry L. Coleman Vice President
PIMCO Carl J. Cohen Vice President
PIMCO Douglas Cummings Vice President
PIMCO Wendy W. Cupps Vice President
PIMCO David J. Dorff Vice President
PIMCO Michael G. Dow Vice President
PIMCO Anita Dunn Vice President
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO Benjamin A. Ehlert, CFA, Executive Vice President
CIC
PIMCO Robert A. Ettl Senior Vice President
PIMCO Anthony K. Faillace Vice President
PIMCO Teri Frisch Vice President
PIMCO William H. Gross, CFA Managing Director and Director
PIMCO John L. Hague Managing Director
PIMCO Gordon C. Hally, CIC Executive Vice President
PIMCO Pasi M. Hamalainen Executive Vice President
PMICO John P. Hardaway Vice President
PIMCO Brent R. Harris, CFA Managing Director
PIMCO Joseph Hattersohl Vice President
PIMCO Raymond C. Hayes Vice President
PIMCO Robert G. Herin Vice President
PIMCO David C. Hinman Vice President
PIMCO Lisa Hocson Vice President
PIMCO Douglas M. Hodge, CFA Executive Vice President
PIMCO Brent L. Holden, CFA Executive Vice President
PIMCO Dwight F. Holloway, Jr., Vice President
CFA, CIC
PIMCO Jane T. Howe, CFA Vice President
PIMCO Mark T. Hudoff Vice President
PIMCO Margaret E. Isberg Executive Vice President
PIMCO Thomas J. Kelleher Vice President
PIMCO James M. Keller Vice President
PIMCO Raymond G. Kennedy, CFA Senior Vice President
PIMCO Mark R. Kiesel Vice President
PIMCO Steven Kirkbaumer Vice President
PIMCO Vice President
PIMCO John S. Loftus, CFA Executive Vice President
PIMCO David Lown Vice President
PIMCO Joseph McDevitt Executive Vice President
PIMCO Andre J. Mallegol Vice President
PIMCO Michael E. Martini Vice President
PIMCO Dean S. Meiling, CFA Managing Director
PIMCO James F. Muzzy, CFA Managing Director
PIMCO Douglas J. Ongaro Vice President
PIMCO Thomas J. Otterbein, CFA Senior Vice President
PIMCO Victoria M. Paradis Vice President
PIMCO Elizabeth M. Philipp Vice President
PIMCO David J. Pittman Vice President
PIMCO William F. Podlich III Managing Director
PIMCO William C. Powers Managing Director
PIMCO Managing Director
PIMCO Edward P. Rennie, CFA, CFP Senior Vice President
PIMCO Terry Rendell Vice President
PIMCO Scott L. Roney, CFA Vice President
PIMCO Michael J. Rosborough Senior Vice President
PIMCO Seth R. Ruthen Vice President
PIMCO Jeffrey M. Sargent Vice President
PIMCO Ernest L. Schmider Executive Vice President, Chief
Administrative and Legal Officer
PIMCO Leland T. Scholey, CFA Senior Vice President
PIMCO Richard Selby Vice President
PIMCO Rita J. Seymour Vice President
PIMCO Christopher Sullivan, CFA Vice President
PIMCO Cheryl L. Sylwester Vice President
PIMCO Lee Thomas Managing Director
PIMCO William S. Thompson, Chief Executive Officer and Managing
Jr. Director
PIMCO Benjamin L. Trosky, CFA Managing Director
PIMCO Richard E. Tyson Vice President
PIMCO Peter A. Van de Zilver Vice President
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO Marilyn Wegener Vice President
PIMCO Paul C. Westhead Vice President
PIMCO Ram Willner Vice President
PIMCO Kristen M. Wilsey, CFA Senior Vice President
PIMCO George H. Wood, CFA Senior Vice President
PIMCO Michael A. Yetter Vice President
PIMCO David Young Vice President
Capital Guardian Trust Investment Adviser
Company
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 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 John B. Emerson Senior Vice President, Capital Guardian
Company Trust Company
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. and Capital Guardian Trust Company;
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 Frederick M. Hughes, Jr. Senior Vice President, Capital
Company Guardian Trust Company
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 Shelby Notkin Senior Vice President, Capital
Company Guardian Trust Company
Capital Guardian Trust Mary M. O'Hern Senior Vice President, Capital
Company Guardian Trust 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 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, Chairman, Director and Managing
Investment Director, J.P. Morgan Investment
Management Inc. Management Inc.; Managing Director, Morgan
Guaranty Trust Company of New York
J.P. Morgan Jeff M. Garrity Director and Managing Director,
Investment J.P. Morgan Investment Management
Management Inc. Inc.; Managing Director, Morgan
Guaranty Trust Company of New York
J.P. Morgan Isabel H. Sloane Director and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing Director,
Management Inc. Morgan Guaranty Trust Company of New York
J.P. Morgan Gilbert Van Hassel Director and Managing Director, J.P.
Investment Morgan Investment Management Inc.;
Management Inc. Managing Director, Morgan Guaranty
Trust Company of New York
J.P. Morgan Hendrik Van Riel Director and Managing Director,
Investment J.P. Morgan Investment Management Inc.;
Management Inc. Managing Director, Morgan Guaranty
Trust Company of New York
J.P. Morgan Kenneth W. Anderson Director and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing
Management Inc. Director, Morgan Guaranty Trust Company
of New York
</TABLE>
II-12
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
J.P. Morgan John W. Schmidlin Director, J.P. Morgan Investment Management
Investment Inc.; Managing Director, Morgan Guaranty
Management Inc. Trust Company of New York
J.P. Morgan Michael E. Patterson Director, J.P. Morgan Investment Management
Investment Inc.; Vice Chairman and Director, J.P. Morgan
Management Inc. & Co. Incorporated; Vice Chairman and Director,
Morgan Guaranty Trust Co. of New York
J.P. Morgan Anthony Della Pietra Secretary and Vice President, J.P. Morgan
Investment Investment Management Inc.; Vice President,
Management Inc. Morgan Guaranty Trust Company of New York
Janus Capital Investment Adviser
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 Chairman and Chief Investment
Officer, December 1997 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 Chief Operations Officer, 1996 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 and Chief Financial
Corporation Officer, 1992 to present, Vice
President of Finance, June 1995
to present
Morgan Stanley Asset Investment Adviser
Management, Inc.
Morgan Stanley Asset Barton M. Biggs Director, Chairman and
Management Inc. Managing Director
Morgan Stanley Asset James M. Allwin Director, President and
Management Inc. Managing Director
Morgan Stanley Asset Peter A. Nadosy Director, Vice Chairman and
Management Inc. Managing Director
Morgan Stanley Asset John R. Alkire Managing Director
Management Inc.
Morgan Stanley Asset Francine J. Bovich Managing Director
Management Inc.
Morgan Stanley Asset P. Dominic Caldecott Managing Director
Management Inc.
Morgan Stanley Asset Frances Campion Managing Director
Management Inc.
Morgan Stanley Asset Eah Wah Chin Managing Director
Management Inc.
Morgan Stanley Asset Stephen C. Cordy Managing Director
Management Inc.
Morgan Stanley Asset Madhav Dhar Managing Director
Management Inc.
Morgan Stanley Asset Kurt A. Feuerman Managing Director
Management Inc.
Morgan Stanley Asset Philip W. Friedman Managing Director
Management Inc.
Morgan Stanley Asset Paul B. Ghaffari Managing Director
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Gordon S. Gray Director and Managing Director
Management Inc.
Morgan Stanley Asset Marianne Laing Hay Managing Director
Management Inc.
Morgan Stanley Asset Joseph W. Hill, II Managing Director
Management Inc.
Morgan Stanley Asset Robert L. Meyer Managing Director
Management Inc.
Morgan Stanley Asset Frank P.L. Minard Managing Director
Management Inc.
Morgan Stanley Asset Margaret P. Naylor Managing Director
Management Inc.
Morgan Stanley Asset Russell C. Platt Managing Director
Management Inc.
Morgan Stanley Asset Robert A. Sargent Managing Director
Management Inc.
Morgan Stanley Asset Vinod R. Sethi Managing Director
Management Inc.
Morgan Stanley Asset Dennis G. Sherva Director and Managing Director
Management Inc.
Morgan Stanley Asset James L. Tanner Managing Director
Management Inc.
Morgan Stanley Asset Marna Whittington Managing Director
Management Inc.
Morgan Stanley Asset Richard G. Woolworth, Managing Director
Management Inc. Jr.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Warren Ackerman III Principal
Management Inc.
Morgan Stanley Asset Robert E. Angevine Principal
Management Inc.
Morgan Stanley Asset Suzanne S. Akers Principal
Management Inc.
Morgan Stanley Asset Gerald P. Barth- Principal
Management Inc. Wehrenalp
Morgan Stanley Asset Theodore R. Bigman Principal
Management Inc.
Morgan Stanley Asset Richard L. Block Principal
Management Inc.
Morgan Stanley Asset Stuart Bohart Principal
Management Inc.
Morgan Stanley Asset Andrew C. Brown Principal
Management Inc.
Morgan Stanley Asset Jeffrey P. Brown Principal
Management Inc.
Morgan Stanley Asset Terence P. Carmichael Principal
Management Inc.
Morgan Stanley Asset Michael Cembalest Principal
Management Inc.
Morgan Stanley Asset Arthur Certosimo Principal
Management Inc.
Morgan Stanley Asset Jun Daikuhara Principal
Management Inc.
Morgan Stanley Asset Jacqueline A. Day Principal
Management Inc.
Morgan Stanley Asset Raye L. Dube Principal
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Abigail Jones Feder Principal
Management Inc.
Morgan Stanley Asset Eugene Flood, Jr. Principal
Management Inc.
Morgan Stanley Asset Glenn D. Fogel Principal
Management Inc.
Morgan Stanley Asset Thomas C. Frame Principal
Management Inc.
Morgan Stanley Asset Noah E. Gotbaum Principal
Management Inc.
Morgan Stanley Asset Perry E. Hall II Principal
Management Inc.
Morgan Stanley Asset Kimberly L. Hirschman Principal
Management Inc.
Morgan Stanley Asset Ruth A. Hughes-Guden Principal
Management Inc.
Morgan Stanley Asset Timothy D. Jensen Principal
Management Inc.
Morgan Stanley Asset Margaret Kinsley Principal
Management Inc. Johnson
Morgan Stanley Asset Michael F. Klein Principal
Management Inc.
Morgan Stanley Asset Paul W. Klug, Jr. Principal
Management Inc.
Morgan Stanley Asset George Koshy Principal
Management Inc.
Morgan Stanley Asset Michael B. Kushma Principal
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Khoon-Min Lim Principal
Management Inc.
Morgan Stanley Asset Marianne J. Lippman Principal
Management Inc.
Morgan Stanley Asset William David Lock Principal
Management Inc.
Morgan Stanley Asset Yvonne Longley Principal
Management Inc.
Morgan Stanley Asset Andrew Mack Principal
Management Inc.
Morgan Stanley Asset Gary J. Mangino Principal
Management Inc.
Morgan Stanley Asset M. Paul Martin Principal
Management Inc.
Morgan Stanley Asset Teresa E. Martini Principal
Management Inc.
Morgan Stanley Asset Walter Maynard, Jr. Principal
Management Inc.
Morgan Stanley Asset Phoebe McBee Principal
Management Inc.
Morgan Stanley Asset Alexis E. McCarthy Principal
Management Inc.
Morgan Stanley Asset Yoshiro Ohkawa Principal
Management Inc.
Morgan Stanley Asset Wayne Peterson Principal
Management Inc.
Morgan Stanley Asset Christopher G. Petrow Principal
Management Inc.
Morgan Stanley Asset Andreas Ludwig J. Povel Principal
Management Inc.
Morgan Stanley Asset Akash Rakash Principal
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Narayan Ramachandran Principal
Management Inc.
Morgan Stanley Asset Gail Hunt Reeke Principal
Management Inc.
Morgan Stanley Asset Christine I. Reilly Principal
Management Inc.
Morgan Stanley Asset Stefano Russo Principal
Management Inc.
Morgan Stanley Asset Akihito Sakata Principal
Management Inc.
Morgan Stanley Asset Kiat Seng Seah Principal
Management Inc.
Morgan Stanley Asset Stephen C. Sexauer Principal
Management Inc.
Morgan Stanley Asset Andy B. Skov Principal
Management Inc.
Morgan Stanley Asset Kim I. Spellman Principal
Management Inc.
Morgan Stanley Asset Joseph F. Stadler Principal
Management Inc.
Morgan Stanley Asset Kunihiko Sugio Principal
Management Inc.
Morgan Stanley Asset Ram K. Sundaram Principal
Management Inc.
Morgan Stanley Asset Joseph Y.S. Tern Principal
Management Inc.
Morgan Stanley Asset Ann Thivierge Principal
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Philip W. Winters Principal
Management Inc.
Morgan Stanley Asset Peter John Wright Principal
Management Inc.
Morgan Stanley Asset Alford E. Zick, Jr. Principal
Management Inc.
Morgan Stanley Asset Lisa C. Aadal Principal
Management Inc.
Morgan Stanley Asset Peter Aliprantis Vice President
Management Inc.
Morgan Stanley Asset Jeffrey Alvino Vice President
Management Inc.
Morgan Stanley Asset Alistair Anderson Vice President
Management Inc.
Morgan Stanley Asset Virginia J. Anderson Vice President
Management Inc.
Morgan Stanley Asset Kimberly L. Austin Vice President
Management Inc.
Morgan Stanley Asset Timothy Barron Vice President
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Richard Boon Vice President
Management Inc.
Morgan Stanley Asset Geraldine Boyle Vice President
Management Inc.
Morgan Stanley Asset Paul Boyne Vice President
Management Inc.
Morgan Stanley Asset Richard F. Brereton Vice President
Management Inc.
Morgan Stanley Asset Brian S. Bruman Vice President
Management Inc.
Morgan Stanley Asset Jacqueline M. Carr Vice President
Management Inc.
Morgan Stanley Asset Paul Pak Kui Chan Vice President
Management Inc.
Morgan Stanley Asset Stefanie V. Chang Vice President
Management Inc.
Morgan Stanley Asset Lori A. Cohane Vice President
Management Inc.
Morgan Stanley Asset David S. Cohen Vice President
Management Inc.
Morgan Stanley Asset Catherine M. Colecchi Vice President
Management Inc.
Morgan Stanley Asset Kate Cornish-Bowden Vice President
Management Inc.
Morgan Stanley Asset Janet E. Day Vice President
Management Inc.
Morgan Stanley Asset Nannette DeGroot Vice President
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Jan-Willem Adriaan Vice President
Management Inc. De Gues
Morgan Stanley Asset Nancy J. Deutsch Vice President
Management Inc.
Morgan Stanley Asset John F. Dougherty Vice President
Management Inc.
Morgan Stanley Asset Christine H. du Bois Vice President
Management Inc.
Morgan Stanley Asset Richard S. Farden Vice President
Management Inc.
Morgan Stanley Asset Glenn D. Fogel Vice President
Management Inc.
Morgan Stanley Asset Lisa Gallo Vice President
Management Inc.
Morgan Stanley Asset Ramalingam Ganesh Vice President
Management Inc.
Morgan Stanley Asset David C. Gates Vice President
Management Inc.
Morgan Stanley Asset Josephine M. Glass Vice President
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Dimitri Goulandris Vice President
Management Inc.
Morgan Stanley Asset James A. Grasselino Vice President
Management Inc.
Morgan Stanley Asset Maureen A. Grover Vice President
Management Inc.
Morgan Stanley Asset Janice K. Hart Vice President
Management Inc.
Morgan Stanley Asset Sheryl A. Hempey Vice President
Management Inc.
Morgan Stanley Asset Michael Hewett Vice President
Management Inc.
Morgan Stanley Asset Kenneth R. Holley Vice President
Management Inc.
Morgan Stanley Asset Thomas J. Hughes Vice President
Management Inc.
Morgan Stanley Asset Etsuko Fuyeya Jennings Vice President
Management Inc.
Morgan Stanley Asset Terrence Jones Vice President
Management Inc.
Morgan Stanley Asset Yu-San Kan Vice President
Management Inc.
Morgan Stanley Asset Jaideep Khanna Vice President
Management Inc.
Morgan Stanley Asset Peter L. Kirby Vice President
Management Inc.
Morgan Stanley Asset Paul Koski Vice President
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Wendy Levins Vice President
Management Inc.
Morgan Stanley Asset Valerie Y. Lewis Vice President
Management Inc.
Morgan Stanley Asset Jeffrey Margolis Vice President
Management Inc.
Morgan Stanley Asset Gordon W. Loery Vice President
Management Inc.
Morgan Stanley Asset Susan A. Lucas Vice President
Management Inc.
Morgan Stanley Asset Mary Jane Maly Vice President
Management Inc.
Morgan Stanley Asset William McCormick Vice President
Management Inc.
Morgan Stanley Asset Abigail L. McKenna Vice President
Management Inc.
Morgan Stanley Asset Paula J. Morgan Vice President
Management Inc.
Morgan Stanley Asset Nancy Morton Vice President
Management Inc.
Morgan Stanley Asset Cyril Moulle-Berteaux Vice President
Management Inc.
Morgan Stanley Asset Goro Murakawa Vice President
Management Inc.
Morgan Stanley Asset Clare K. Mutone Vice President
Management Inc.
Morgan Stanley Asset Terumi Nagata Vice President
Management Inc.
Morgan Stanley Asset Barbara J. Nelson Vice President
Management Inc.
Morgan Stanley Asset Phuong-Que T. Nguyen Vice President
Management Inc.
Morgan Stanley Asset Daniel Niland Vice President
Management Inc.
Morgan Stanley Asset Nancy Morton Vice President
Management Inc.
Morgan Stanley Asset Bradley Okita Vice President
Management Inc.
Morgan Stanley Asset Martin O. Pearce Vice President
Management Inc.
Morgan Stanley Asset Alexander A. Pena Vice President
Management Inc.
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Anthony J. Pesce Vice President
Management Inc.
Morgan Stanley Asset Karen Post Vice President
Management Inc.
Morgan Stanley Asset Paul C. Psaila Vice President
Management Inc.
Morgan Stanley Asset Tom B. Quantrille Vice President
Management Inc.
Morgan Stanley Asset Vazquez Sergio Rivera Vice President
Management Inc.
Morgan Stanley Asset Gregg A. Robinson Vice President
Management Inc.
Morgan Stanley Asset Deborah Russell Vice President
Management Inc.
Morgan Stanley Asset Donald P. Ryan Vice President, Compliance Officer
Management Inc.
Morgan Stanley Asset Kenneth M. Schlechter Vice President
Management Inc.
Morgan Stanley Asset Neil Siegel Vice President
Management Inc.
Morgan Stanley Asset Ashutosh Sinha Vice President
Management Inc.
Morgan Stanley Asset David Stanley Vice President
Management Inc.
Morgan Stanley Asset Catherine Steinhardt Vice President
Management Inc.
Morgan Stanley Asset Keiko Tamaki-Kuroda Vice President
Management Inc.
Morgan Stanley Asset Shunso Tatsumi Vice President
Management Inc.
Morgan Stanley Asset Louise Teeple Vice President
Management Inc.
Morgan Stanley Asset Landon Thomas Vice President
Management Inc.
Morgan Stanley Asset Hiroshi Ueda Vice President
Management Inc.
Morgan Stanley Asset K.N. Vaidyanathan Vice President
Management Inc.
Morgan Stanley Asset Epco Diederik Van Vice President
Management Inc. Der Lende
Morgan Stanley Asset Roberto Vederotto Vice President
Management Inc.
Morgan Stanley Asset Oscar Jan Vermeulen Vice President
Management Inc.
Morgan Stanley Asset Willem Pieter Vinke Vice President
Management Inc.
Morgan Stanley Asset Dennis J. Walsh Vice President
Management Inc.
Morgan Stanley Asset Jacob Walthour Vice President
Management Inc.
Morgan Stanley Asset Patricia Woo Vice President
Management Inc.
Morgan Stanley Asset Karen Yesner Vice President
Management Inc.
Morgan Stanley Asset Hajime Yokoyama Vice President
Management Inc.
Morgan Stanley Asset Harold J. Schaaff, Jr. Principal, General Counsel
Management Inc. and Secretary
</TABLE>
<TABLE>
<S> <C> <C>
Morgan Stanley Asset Madeline D. Barkhorn Assistant Secretary
Management Inc.
</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 Lee A. Ault 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
Bankers Trust Neil R. Austrian Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust G. Richard Thoman Director of Bankers Trust and Bankers
Trust New York Corporation
Bankers Trust Richard H. Daniel Vice Chairman, Chief Financial
Officer and Controller of Bankers
Trust Company
Bankers Trust Eugene A. Ludwig Vice Chairman of Bankers Trust Company
Bankers Trust Mark Bieler Managing Director of Bankers Trust Company
Bankers Trust Mary Cirillo Managing Director of Bankers Trust Company
Bankers Trust Robert A. Ferguson Managing Director of Bankers Trust Company
Bankers Trust Duncan P. Hennes Managing Director of Bankers Trust Company
Bankers Trust Joseph A. Manganello, Jr. Managing Director and Chief Credit Officer
of Bankers Trust Company
Bankers Trust I. David Marshall Managing Director and Chief Information
Officer of Bankers Trust Company
Bankers Trust Melvin A. Yellin Managing Director and General Counsel of
Bankers Trust Company
</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
Goldman Sachs Asset Investment Adviser
Management
Goldman Sachs Asset Jon S. Corzine Chief Executive Officer, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Robert J. Hurst Managing Director, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Henry M. Paulson, Jr. Chief Operating Officer, Goldman, Sachs & Co.
Management
Goldman Sachs Asset John A. Thain Chief Financial Officer, Goldman, Sachs & Co.
Management
Goldman Sachs Asset John L. Thornton Managing Director, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Roy J. Zuckerberg Managing Director, Goldman, Sachs & Co.
Management
</TABLE>
II-16
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Blairlogie Capital Investment Adviser
Management
("Blairlogie")
Blairlogie Gavin Dobson Chief Executive Officer and Limited Partner,
Blairlogie Capital Management
Blairlogie James Smith Chief Investment Officer and Limited Partner,
Blairlogie Capital Management
</TABLE>
II-17
<PAGE>
<TABLE>
<CAPTION>
Adviser and Governing
Board of Directors Name of Individual Business and Other Connections
- -------------------------------- ------------------------------- ---------------------------------------------------------
<S> <C> <C>
Alliance Capital Management L.P. Investment Adviser
Alliance Capital Management L.P. Dave H. Williams Chief Executive Officer and Director; Chairman of the
Board, Alliance Capital Management Corporation; Director
of The Equitable Companies Incorporated; Director of The
Equitable Life Assurance Society of the United States
Alliance Capital Management L.P. Michael Hegarty Director; Vice Chairman, Chief Operating Officer and
Director, The Equitable Companies Incorporated;
President, Chief Operating Officer and Director, The
Equitable Life Assurance Society of the U.S.
Alliance Capital Management L.P. Benjamin D. Holloway Director and Financial Consultant
Alliance Capital Management L.P. Joseph J. Melone Director; Director of The Equitable Companies
Incorporated; Director of The Equitable Life Assurance
Society of the United States; President, Equitable
Investment Company
Alliance Capital Management L.P. Claude Bebear Director; Chairman of the Executive Board and Chief
Executive Officer of AXA-UAP; Chairman of The Equitable
Companies Incorporated
Alliance Capital Management L.P. Denis Duverne Director; Senior Vice President - International Life of
AXA-UAP
Alliance Capital Management L.P. Herve Hatt Director; Executive Vice President, AXA-UAP
Alliance Capital Management L.P. Jean-Pierre Hellebuyck Director; Chairman of AXA Investment Managers S.A.
Alliance Capital Management L.P. Frank Savage Director; Senior Vice President of The Equitable Life
Assurance Society of the United States
Alliance Capital Management L.P. Luis J. Bastida Director; Chief Financial Officer and Member of the
Executive Committee of Banco Bilbao Vizcaya
Alliance Capital Management L.P. Henri de la Croix de la Castries Director; Senior Executive Vice President - Financial
Services and Life Insurance Activities of AXA-UAP
Alliance Capital Management L.P. Kevin C. Dolan Director; Senior Vice President of AXA-UAP; Chief
Executive Officer, AXA Investment Managers S.A.
Alliance Capital Management L.P. Reba W. Williams Director, Special Projects and Art Historian
Alliance Capital Management L.P. Peter D. Noris Director; Executive Vice President and Chief Investment
Officer of The Equitable Life Assurance Society of the
United States
Alliance Capital Management L.P. Robert B. Zoellick Director; John M. Olin Professor in National Security
Affairs - The United States Naval Academy
Alliance Capital Management L.P. Donald H. Brydon Director; Chairman and Chief Executive Officer, AXA
Investment Managers S.A.
Alliance Capital Management L.P. Edward D. Miller Director; President, Chief Executive Officer and Director
of The Equitable Companies Incorporated; Chairman of the
Board and Chief Executive Officer of The Equitable Life
Assurance Society of the United States; Senior Executive
Vice President, AXA-UAP
Alliance Capital Management L.P. Stanley B. Tulin Director; Executive Vice President and Chief Financial
Officer, The Equitable Companies Incorporated; Vice
Chairman and Chief Financial Officer, The Equitable Life
Assurance Society of the U.S.
Alliance Capital Management L.P. John D. Carifa Director, President and Chief Operating Officer
Alliance Capital Management L.P. Bruce W. Calvert Director, Vice Chairman and Chief Investment Officer
Alliance Capital Management L.P. Alfred Harrison Director and Vice Chairman
Alliance Capital Management L.P. David R. Brewer, Jr. Senior Vice President, General Counsel and Secretary
Alliance Capital Management L.P. Robert H. Joseph, Jr. Senior Vice President and Chief Financial Officer
Alliance Capital Management L.P. Mark R. Manley Senior Vice President, Counsel, Compliance Officer and
Assistant Secretary
</TABLE>
Salomon Brothers Asset Management Inc. ("SBAM")
SBAM, an indirect, wholly-owned subsidiary of Travelers Group Inc., is an
investment adviser registered under the Investment Advisers Act of 1940 (the
"Advisers Act") and renders investment advice to a wide variety of individual,
institutional and investment advisory clients.
The list required by this Item 28 of officers and directors of SBAM, together
with information as to any other business, profession, vocation or employment of
a substantial nature engaged in by such officers and directors during the past
two years, is hereby incorporated by reference to Schedules A and D of Form ADV
filed by SBAM pursuant to the Advisers Act (SEC File No. 801-32046).
<TABLE>
<S> <C> <C>
Lazard Asset Management Investment Adviser
("Lazard")
Lazard Eileen D. Alexanderson General Member
Lazard William Araskog General Member
Lazard F. Harlan Batrus General Member; Director of Mutual of America Capital Management Corp.;
Director of Ryan Labs, Inc.
Lazard Gerardo Braggiotti General Member; Managing Director of Lazard SpA; Managing Director of Lazard
Brothers & Co. Ltd.; Director Centrale of Mediobanca SpA
Lazard Patrick J. Callahan, Jr. General Member; Director of Berry Metal Co.; Director of BT Capital Corp;
Director of Michigan Wheel Corp.; Director of Rotation Dynamics Corp.;
Director of Somerset Technologies, Inc.
Lazard Michel David-Weill General Member; Director of The Dannon Company, Inc.; President and Chairman
of the Board of Eurafrance; Director of Exor Group; Director of Euralux;
Director of Group Danone; Director of ITT Industries, Inc.; Director of La
France S.A.; Director of La France-Iard; Director of La France-Vie; Director
of Lazard Brothers & Co., Limited; Director of Pearson plc; Director of
Publicis S.A.; Director of S.A. de la Rue Imperiale de Lyon
Lazard John V. Doyle General Member
Lazard Thomas F. Dunn General Member
Lazard Norman Eig General Member; Vice Chairman of Lazard Freres & Co. LLC; Chairman and
Director of The Lazard Funds, Inc.; Chairman and Director of Lazard Retirement
Series, Inc.; Director of Lazard Investment Funds Limited; Director and Chief
Investment Officer and Treasurer of Lazard Pension Management, Inc.; Director
of Lazard Asset Management Holdings Limited; Director of Lazard Asset
Management Pacific Co.; Director of Lazard Asset Management Limited
Lazard Richard P. Emerson General Member
Lazard Peter R. Ezersky General Member
Lazard Eli H. Fink General Member; Partner & Vice Chairman of Deloitte & Touche LLP
Lazard Jonathan F. Foster General Member
Lazard Robert P. Freeman General Member; Vice President of Lazard Freres Real Estate Investors, LLC
Lazard Albert H. Garner General Member
Lazard James S. Gold General Member; Director of Smart & Final Inc.
Lazard Jeffrey A. Golman General Member
Lazard Steven J. Golub General Member; Director of Mineral Technologies Inc.
Lazard Herbert W. Gullquist General Member; Vice Chairman of Lazard Freres & Co. LLC; President and
Director of The Lazard Funds, Inc.; President and Director of The Lazard
Retirement Series, Inc.; Director of Lazard Far East Investors Limited;
President and Director of Lazard Pension Management, Inc.; Director of Lazard
Asset Management Holdings Limited; Director and President of Lazard Asset
Management (Canada), Inc.; Director and Chairman of Lazard Asset Management
Pacific Co.; Director of Lazard Asset Management Limited; Director of Lazard
London International Investment Mgmt Limited
Lazard Thomas R. Haack General Member
Lazard Ira O. Handler General Member
Lazard Melvin L. Heineman General Member; Director of Lazard Freres & Co., Ltd; Director of Lazard
Pension Management, Inc.; Director of Lazard Asset Management Pacific Co.
Lazard Robert E. Hougie General Member
Lazard Kenneth M. Jacobs General Member
Lazard Jonathan H. Kagan General Member; Director of Continental Cablevision, Inc.; Director of
Firearms Training Systems, Inc. Director of La Salle Re Ltd.; Director of
Patient Education Media, Inc.; Director of Tyco Toys, Inc.
Lazard James L. Kempner General Member; Director of Lazard Freres & Co. Capital Markets
Lazard Larry A. Kohn General Member; Vice President of Goldman Sachs & Co.
Lazard Lee O. Kraus General Member
Lazard Sandra A. Lamb General Member
Lazard David C. Lee General Member
Lazard Michael S. Liss General Member
Lazard William R. Loomis, Jr. General Member; Director of Englehard Hanovia Inc.; Director of Minorco S.A.;
Director of Minorco (U.S.A.) Inc.; Director of Terra Industries, Inc.
Lazard J. Robert Lovejoy General Member; Director of Lazard Freres & Co. Capital Markets
Lazard Thomas E. Lynch General Member; Managing Director of The Blackstone Group
Lazard Mark T. McMaster General Member
Lazard Anthony E. Meyer General Member; Managing Director of Lazard Freres Real Estate Investors, LLC
Lazard Damon Mezzacappa General Member; Director of Corporate Property Investors
Lazard Robert P. Morgenthau General Member; Director and Vice President of Lazard Asset Management
(Canada) Inc.; Director of Lazard Investment Funds limited; Director of Lazard
Fund Manager (CI) Limited; Director of Lazard Global Bond Fund plc; Director
of Lazard Global Equity Fund plc; Director of Lazard Global Liquidity Fund
plc; Director of Lazard Strategic Yield Fund plc; Director of Global Funds
Management Plc; Director of Lazard Asset Management (CI) Holdings Ltd;
Director of Lazard Asset Management (CI) Ltd.; Director of Lazard Investment
Funds (CI) Ltd.; Director of Lazard Funds Administration Services (CI) Ltd.
Lazard Steven J. Niemczyk General Member
Lazard Hamish W. M. Norton General Member
Lazard James A. Paduano General Member; Director of Donovan Data Systems, Inc.; Director of Secure
Products Inc.
Lazard Adam P. Parten General Member; Senior Vice President of Lehman Brothers
Lazard Louis Perlmutter General Member
Lazard Russell E. Planitzer General Member; Chairman of the Board of Computer Vision Corp.; Chairman,
Chief Executive Officer and President of Computer Vision Corp.
Lazard Lester Pollack General Member; Director of Continental Cablevision, Inc.; Director of
Firearms Training Systems, Inc.; Director of Kaufman & Broad Home Corp.;
Director of La Salle Re Ltd.; Director of La Salle Re Holdings Ltd.; Director
of Parlex Corp.; Director of Polaroid Corp.; Director of SD Holding (Bermuda)
Ltd.; Director of Sphere Drake Acquisitions (U.K.) Ltd.; Director of Sphere
Drake Holding Ltd. Director of Sphere Drake Ltd.; Director of Sun America
Inc.; Director of Tidewater Inc.
Lazard Steven L. Rattner General Member; Director of Falcon Holding Group L.P.
Lazard John R. Reinsberg General Member; Executive Vice President and Director of Lazard Asset
Management Pacific Co.
Lazard Louis G. Rice General Member
Lazard Luis E. Rinaldini General Member
Lazard Bruno M. Roger General Member; Director of CAP Gemini Sogeti; Director of Compagnie De
Credit; Director of Compagnie De Saint-Gobain; Director of Eurafrance;
Director of Financiere Et Industrielle Gaz Et Eaux; Director of Fonds
Partenaires Gestion (F.P.G.); Director of Lazard & Co. GmbH; Director of LVMH-
Moet Hennessy Louis Vuitton; Director of Marine-Wendel; Director of Pinault-
Printemps-Redoute; Director of Sidel; Director of Societe Centrale Puour
L'Industrie; Director of Societe Financiere Generale Immobiliere (S.F.G.I.);
Director of Sofina (Belgique); Director of Sovaclux S.A.; Director of Thomson
S.A.; Director of Thomson CSF; Director of U.A.P.
Lazard Michael S. Rome General Member
Lazard Steven H. Sands General Member
Lazard Gary S. Shedlin General Member
Lazard Arthur P. Solomon General Member
Lazard David A. Tanner General Member; Managing Director of E.M. Warburg, Pincus & Co. LLC; Director
of Golden Books Family Entertainment Inc.; Director of Renaissance Re Holdins
Ltd.; Director of Poserdon Resources Inc.; Director of Charter Financial,
Inc.; Director of TAC Bancshares; Director of Classic Sports, Inc.; Director
of Information Ventures LLC
Lazard David L. Tashjian General Member
Lazard J. Mikesell Thomas General Member
Lazard Michael P. Triguboff General Member; Managing Director of Lazard Asset Management Pacific Co.
Lazard Donald A. Wagner General Member
Lazard Ali E. Wambold General Member; Director of The Albert Fisher Group plc; Director of Lazard
Brothers & Co., Ltd.; Director of Lazard Freres & Co., Ltd.; Director of
Lazard S.P.A.; Director of Tomkins PLC
Lazard Michael A. Weinstock General Member
Lazard Alexander E. Zagoreos General Member; Director of The Egypt Trust; Director of Lazard Emerging World
Fund; Director of Flemings Continental European Investment Trust plc; Director
of Gartmore Emerging Pacific Investment Trust plc; Director of Greek Progress
Fund; Director of Jupiter International Green Investment Trust plc; Director
of New Zealand Investment Trust plc; Director of Taiwan Opportunities Fund
Ltd; Director of World The World Trust Fund; Director of Lazard Select Fund;
Director of Ermitage Selz Fund; Director of Lazard Asset Management Egypt;
Director of Latin American Investment Trust plc; Director of Taiwan American
Fund Limited
</TABLE>
Item 29. Principal Underwriters
----------------------
(a) Pacific Mutual Distributors, Inc. ("PMD") member, NASD & SIPC
serves as Distributor of Shares of Pacific Select Fund. PMD is a
subsidiary of Pacific Life.
(b)
<TABLE>
<CAPTION>
Name and Principal/8/ 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
Philip M. Gainsborough Director None
John K. Hinfey Director None
</TABLE>
II-18
<PAGE>
<TABLE>
<CAPTION>
Name and Principal/8/ Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------------- --------------------------- ---------------------
<S> <C> <C>
Gerald W. Robinson Chairman, CEO and Director None
John L. Dixon President and Director None
</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 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.
- -----------------
/8/ 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. 22 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 4th day of September, 1998.
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. 22 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, Trustee and President , 1998
- ------------------------------------ (Chief Executive Officer) -----------
Thomas C. Sutton*
Vice President and Treasurer , 1998
- ------------------------------------ (Assistant Vice President) -----------
Brian D. Klemens*
Trustee , 1998
- ------------------------------------ (President) -----------
Glenn S. Schafer*
Trustee , 1998
- ------------------------------------ ----------
Richard L. Nelson*
Trustee , 1998
- ------------------------------------ ----------
Lyman W. Porter*
Trustee , 1998
- ------------------------------------ ----------
Alan Richards*
* By: /s/ DIANE N. LEDGER September 4, 1998
____________________________________
Diane N. Ledger
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, Power of Attorney for Mr.
Klemens is contained in Registrant's Form Type N1A/B, Accession No. 0001017062-
97-000728 filed on April 25, 1997 and Power of Attorney for Mr. Schafer is
contained in Registrant's Form Type N1A/A, Accession No. 0001017062-98-000424
filed on March 2, 1998.)
II-21
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Name
- -------------- ------------
99.1(c) Amendment to Agreement and Declaration of Trust
99.5(o) Addendum to Advisory Agreement
99.5(p) Portfolio Management Agreement - Salomon Brothers Asset
Management Inc.
99.5(q) Portfolio Management Agreement - Lazard Asset Management
99.5(r) Addendum to Portfolio Management Agreement - Morgan Stanley
Asset Management Inc.
99.5(s) Addendum to Portfolio Management Agreement - Bankers Trust
Company
99.6(b) Addendum to Distribution Agreement
99.8(c) Addendum to Custodian Agreement
99.9(d) Addendum to Agency Agreement
99.9(e) Addendum to Participation Agreement
99.11 Accountant's Consent
99.17 Financial Data Schedules (EDGAR Exhibit EX-27)
<PAGE>
EXHIBIT 99.1(c)
Amendment to Agreement and Declaration of Trust
<PAGE>
WRITTEN INSTRUMENT AMENDING THE
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF PACIFIC SELECT FUND
RESOLVED, that the undersigned, being a majority of the Trustees of Pacific
Select Fund, a Massachusetts business trust (the "Trust"), acting pursuant to
Section 6.2 of the Amended and Restated Agreement and Declaration of Trust,
dated July 9, 1987, and amended on October 28, 1988, October 18, 1993, December
30, 1994, March 3, 1995, and November 17, 1995 ("Declaration of Trust"), and
having heretofore divided the shares of beneficial interest of the Trust in
fourteen separate Series (the "Series"), hereby amend the Declaration of Trust
by designating and establishing four additional Series to be known as the
"Large-Cap Value Portfolio", the "Mid-Cap Value Portfolio", the "REIT
Portfolio", and the "Small-Cap Index Portfolio", such new Series to have the
relative rights and preferences set forth in Subsections (a) through (e) of
Section 6.2 of the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the ____ day of _______________, 1998.
___________________________ ______________________________
Thomas C. Sutton Glenn S. Schafer
Trustee Trustee
____________________________ ______________________________
Richard L. Nelson Alan Richards
Trustee Trustee
____________________________
Lyman S. Porter
Trustee
<PAGE>
PRESIDENT'S CERTIFICATE
The undersigned, being the duly appointed, qualified and active President
of Pacific Select Fund (the "Trust"), hereby certifies that Section 6.2 of the
Trust's Amended and Restated Agreement and Declaration of Trust dated July 9,
1987, and amended on October 28, 1988, October 18, 1993, December 30, 1994,
March 3, 1995, and November 17, 1995 (the "Declaration of Trust") has been duly
amended in accordance with the provisions of Section 11.4 of the Declaration of
Trust.
Date: _________________, 1998 ________________________________
Thomas C. Sutton
President
<PAGE>
EXHIBIT 99.5(o)
Addendum to Advisory Agreement
<PAGE>
ADDENDUM TO ADVISORY AGREEMENT
The Advisory Agreement made the 9th day of November, 1987, and subsequently
amended on January 17, 1989, January 4, 1994, August 15, 1994, and November 20,
1995, between the PACIFIC SELECT FUND (the "Fund"), a Massachusetts business
trust, and PACIFIC LIFE INSURANCE COMPANY (the "Adviser"), a corporation
organized under the laws of California, (the "Agreement") is hereby amended by
the addition of the provisions set forth in this Addendum to the Agreement
("Addendum"), which is made this ____ day of _________________, 1998.
WITNESSETH:
WHEREAS, the Fund is authorized to issue an unlimited number of shares of
beneficial interest ("Beneficial Interest") in separate series with each such
series representing interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Fund currently consists of fourteen series designated as the
Money Market Portfolio, Managed Bond Portfolio, High Yield Bond Portfolio,
Government Securities Portfolio, Growth Portfolio, Equity Income Portfolio,
Multi-Strategy Portfolio, International Portfolio, Equity Index Portfolio,
Growth LT Portfolio, Equity Portfolio, Bond and Income Portfolio, Emerging
Markets Portfolio, and Aggressive Equity Portfolio (each referred to as a
"Series" in the Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish four additional Portfolios to be
designated as the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio, and Small-Cap Index Portfolio; and
WHEREAS, the Fund desires to appoint the Adviser as manager and investment
adviser to the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio, and Small-Cap Index Portfolio under the provisions set forth in the
Agreement and in this Addendum; and
WHEREAS, the Adviser is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
In addition to its responsibilities as specified in the Agreement, the Fund
hereby appoints the Adviser to act as manager and investment adviser with
respect to the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio, and Small-Cap Index Portfolio which, in addition to all other
Portfolios previously established, shall be deemed one of the Portfolios
under the Agreement, subject to the terms and conditions as specified in
the Agreement, including section six (6), "Compensation", as amended by
------------
this Addendum.
Section six (6) ("Compensation") of the Agreement is amended by replacing the
------------
first paragraph with the following language:
<PAGE>
"6. Compensation. For the services provided and the expenses
------------
borne by the Adviser pursuant to this Agreement, the Fund will pay to
the Adviser a fee at an annual rate on the Money Market Portfolio of
.40% of the first $250 million of the average daily net assets of the
Portfolio, .35% of the next $250 million of the average daily net
assets of the Portfolio, and .30% of the average daily net assets of
the Portfolio in excess of $500 million; on the Managed Bond, High
Yield Bond, Government Securities and Bond and Income Portfolios of
.60% of the average daily net assets of the Portfolios; on the Growth,
Equity Income, Equity and Multi-Strategy Portfolios of .65% of the
average daily net assets of the Portfolios; on the Growth LT Portfolio
of .75% of the average daily net assets of the Portfolio; on the
International, Large-Cap Value and Mid-Cap Value Portfolios of .85% of
the average daily net assets of the Portfolios; on the Equity Index
Portfolio of .25% of the first $100 million of the average daily net
assets of the Portfolio, .20% of the next $100 million of the average
daily net assets of the Portfolio, and .15% of the average daily net
assets of the Portfolio in excess of $200 million; on the Emerging
Markets and REIT Portfolios of 1.10% of the average daily net assets
of the Portfolio; on the Aggressive Equity Portfolio of .80% of the
average daily net assets of the Portfolio; and on the Small-Cap Index
Portfolio of .50% of the average daily net assets of the Portfolio.
This fee shall be computed and accrued daily and paid monthly."
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ Diane N. Ledger By: /s/ Thomas C. Sutton
- -------------------------------------------- ---------------------------
Name: Diane N. Ledger Name: Thomas C. Sutton
Title: Vice President & Assistant Secretary Chairman of the Board,
Trustee & President
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Diane N. Ledger By: /s/ Thomas C. Sutton
- -------------------------------------------- ---------------------------
Name: Diane N. Ledger Name: Thomas C. Sutton
Title: Vice President Chairman of the Board &
Chief Executive Officer
Attest: /s/ Diane N. Ledger By: /s/ Glenn S. Schafer
- -------------------------------------------- ---------------------------
Name: Diane N. Ledger Name: Glenn S. Schafer
Title: Vice President President
<PAGE>
EXHIBIT 99.5(p)
Portfolio Management Agreement
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this ___ day of ____, 1998 between Pacific Life Insurance
Company, ("Adviser"), a California corporation, and Salomon Brothers Asset
Management Inc, ("Portfolio Manager"), a Delaware corporation, and Pacific
Select Fund (the "Fund"), a Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
("SEC") as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate portfolios, with each such portfolio representing
interests in a separate portfolio; and
WHEREAS, the Fund currently offers multiple Portfolios, one of which is
designated as the Large-Cap Value Portfolio, such Portfolio together with any
other Portfolios subsequently established by the Fund, with respect to which the
Fund and Adviser desire to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the
"Portfolios"; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, the Fund has retained the Adviser to render investment advisory
services to the Portfolios pursuant to an Advisory Agreement, as amended, and
such Agreement authorizes the Adviser to engage Portfolio Manager to discharge
the Adviser's responsibilities with respect to the investment management of the
Portfolio, a copy of which has been provided to the Portfolio Manager and is
incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio Manager to
furnish investment advisory services to one or more Portfolios of the Fund, and
the Portfolio Manager is willing to furnish such services to such Portfolio and
the Adviser in the manner and on the terms hereinafter set forth; and
NOW THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Fund, the Adviser, and the
Portfolio Manager as follows:
1. Appointment. The Fund and the Adviser hereby appoint Portfolio Manager
-----------
to act as portfolio manager to the Large-Cap Value Portfolio ("the
Portfolio") for the periods and on the terms set forth in this Agreement.
The Portfolio Manager
<PAGE>
accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more portfolios other than the Portfolio,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Fund and Adviser
in writing, whereupon such portfolio shall become a Portfolio hereunder, and be
subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's Board
-------------------------
of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the
composition of the assets of the Portfolio, including determination of
the purchase, retention, or sale of the securities, cash, and other
investments, including futures contracts and options thereon, for the
Portfolio. The Portfolio Manager will provide investment research and
analysis, which may consist of computerized investment methodology, and
will conduct a continuous program of evaluation, investment, sales, and
reinvestment of the Portfolio's assets by determining the securities and
other investments that shall be purchased, entered into, sold, closed, or
exchanged for the Portfolio, when these transactions should be executed,
and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such
services on behalf of the Portfolio. To the extent permitted by the
investment policies of the Portfolio, the Portfolio Manager shall make
decisions for the Portfolio as to foreign currency matters and make
determinations as to the retention or disposition of foreign currencies
or securities or other instruments denominated in foreign currencies, or
derivative instruments based upon foreign currencies, including forward
foreign currency contracts and options and futures on foreign currencies
and shall execute and perform the same on behalf of the Portfolio. The
Portfolio Manager is authorized to exercise tender offers, exchange
offers and to vote proxies on behalf of the Fund, each as the Portfolio
Manager determines is in the best interest of the Fund. In performing
these duties, the Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code
and (2) manage the Portfolio so as to ensure compliance by the
Portfolio with the diversification requirements of Section 817(h) of
the Internal Revenue Code of 1986 as amended (the "Code") and
Regulations issued thereunder. The Adviser will notify the Portfolio
Manager of any amendments to Section 817(h) of the Internal Revenue
Code and Regulations issued thereunder. In managing the Portfolio in
accordance with these requirements, the Portfolio Manager shall be
entitled to receive and act upon advice of counsel to the Fund,
counsel to the Adviser, or counsel to the Portfolio Manager that is
also acceptable to the Adviser.
<PAGE>
(b) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any
no-action letters and exemptive orders which have been granted by the SEC
to the Fund, the Adviser or the Portfolio Manager and which have been
delivered to Portfolio Manager), (2) with all other applicable federal and
state laws and regulations pertaining to investment vehicles underlying
variable annuity and/or variable life insurance contracts, (3) with any
applicable procedures, policies and guidelines adopted by the Fund's Board
of Trustees, (4) with the Portfolio's objectives, investment policies and
investment restrictions as stated in the Fund's Prospectus and Statement of
Additional Information, and (5) with the provisions of the Fund's
Registration Statement filed on Form N-1A under the Securities Act of 1933
(the "1933 Act") and the 1940 Act, as supplemented or amended from time to
time. Until the Adviser delivers any supplements or amendments, to the
Portfolio Manager, the Portfolio Manager shall be fully protected in
relying on the Fund's Registration Statement previously furnished to the
Portfolio Manager by the Adviser.
(c) Will: (I) use its best efforts to identify each position in the Portfolio
that constitutes stock in a Passive Foreign Investment Company ("PFIC"), as
that term is defined in Section 1296 of the Code, and (ii) make such
determinations and inform the Adviser at least annually, (or more often and
by such date(s) as the Adviser shall request), of any stock in a PFIC.
(d) Is responsible, in connection with its responsibilities under this Section
2, for decisions to buy and sell securities and other investments for the
Portfolio, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio
Manager's primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Portfolio, taking
into account the factors specified in the Prospectus and Statement of
Additional Information for the Fund, as they may be amended or supplemented
from time to time. Subject to such policies as the Board of Trustees may
determine and consistent with Section 28(e) of the Securities Exchange Act
of 1934, the Portfolio Manager shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused the Portfolio to pay a broker or dealer
including a broker or dealer affiliated with the Portfolio Manager, acting
as agent, for effecting a portfolio transaction at a price in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction, if the Portfolio Manager determines in good
faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the
Portfolio Manager's (or its affiliates) overall responsibilities with
respect to the Portfolio and to its other clients as to which it exercises
investment
<PAGE>
discretion. To the extent consistent with these standards, and in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and
Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the 1940 Act, the Portfolio Manager
is further authorized to place orders on behalf of the Portfolio through
the Portfolio Manager if the Portfolio Manager is registered as a broker or
dealer with the SEC or as a FCM with the Commodities Futures Trading
Commission ("CFTC"), to any of its affiliates that are brokers or dealers
or FCMs or such other entities which provide similar services in foreign
countries, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Portfolio or
the Portfolio Manager. Such allocation shall be in such amounts and
proportions as the Portfolio Manager shall determine consistent with the
above standards, and, upon request, the Portfolio Manager will report on
said allocation to the Adviser and Board of Trustees of the Fund,
indicating the brokers, dealers or FCMs to which such allocations have been
made and the basis therefor.
(e) May, on occasions when the purchase or sale of a security is deemed to be
in the best interest of a Portfolio as well as any other investment
advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be
so sold or purchased with those of its other clients where such aggregation
is not inconsistent with the policies set forth in the Fund's Registration
Statement. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
the Portfolio Manager in a manner that is fair and equitable in the
judgment of the Portfolio Manager in the exercise of its fiduciary
obligations to the Fund and to such other clients.
(f) Will, in connection with the purchase and sale of securities for the
Portfolio, together with the Adviser, arrange for the transmission to the
custodian and recordkeeping agent for the Fund, on a daily basis, such
confirmation(s), trade tickets, and other documents and information,
including, but not limited to, Cusip, Sedol, or other numbers that identify
securities to be purchased or sold on behalf of the Portfolio, as may be
reasonably necessary to enable the custodian and recordkeeping agent to
perform its administrative and recordkeeping responsibilities with respect
to the Portfolio, and with respect to portfolio securities to be purchased
or sold through the Depository Trust Company, will arrange for the
automatic transmission of the confirmation of such trades to the Fund's
custodian, and recordkeeping agent, and, if required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for the Fund in
determining or confirming, consistent with the procedures and policies
stated in the Registration Statement for the Fund, the value of any
<PAGE>
portfolio securities or other assets of the Portfolio for which the
custodian and recordkeeping agent seeks assistance from the Portfolio
Manager or identifies for review by the Portfolio Manager.
(h) Will make available to the Fund and the Adviser promptly upon request, any
of the Portfolio's investment records and ledgers maintained by the
Portfolio Manager (which shall not include the records and ledgers
maintained by the custodian and recordkeeping agent for the Fund), as are
necessary to assist the Fund and the Adviser to comply with requirements of
the 1940 Act and the Advisers Act, as well as other applicable laws, and
will furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Fund are
being conducted in a manner consistent with applicable laws and
regulations.
(i) Will regularly report to the Fund's Board of Trustees on the investment
program for the Portfolio and the issuers and securities represented in the
Portfolio's portfolio, and will furnish the Fund's Board of Trustees with
respect to the portfolio such periodic and special reports as the Trustees
and the Adviser may reasonably request, including, but not limited to, the
monthly compliance checklist, monthly tax compliance worksheet, reports
regarding compliance with the Fund's procedures pursuant to Rules 17e-1,
17a-7, 10f-3 and 12d3-1 under the Investment Company Act of 1940,
fundamental investment restrictions, procedures for opening brokerage
accounts and commodity trading accounts, liquidity determination of
securities purchased pursuant to Rule 144A AND 4(2) commercial paper, and
compliance with the Portfolio Manager's Code of Ethics, and such other
procedures or requirements that the Adviser may reasonably request from
time to time.
(j) Will not disclose or use any records or information obtained pursuant to
this Agreement (excluding investment research and investment advice) in
any manner whatsoever except as expressly authorized in this Agreement or
in the ordinary course of business in connection with placing orders for
the purchase and sale of securities or obtaining investment licenses in
various countries or the opening of custody accounts and dealing with
settlement agents in various countries, and will keep confidential any
information obtained pursuant to the Agreement, and disclose such
information only if the Board of Trustees of the Fund has authorized such
disclosure, or if such disclosure is required by applicable federal or
state law or regulations or regulatory authorities having the requisite
authority. The Fund and the Adviser will not disclose or use any records
or information respecting the Portfolio Manager obtained pursuant to this
Agreement in any manner whatsoever except as expressly authorized in this
Agreement, and will keep confidential any information obtained
<PAGE>
pursuant to this Agreement, and disclose such information only as
expressly authorized in this Agreement, if the Board of Trustees of the
Fund has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities
having the requisite authority.
(k) Shall not permit any employee of the Portfolio Manager to have any
material connection with the handling of the Portfolio if, to the
knowledge of the Portfolio Manager after reasonable inquiry, such
employee has:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman, or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
security.
(l) Shall provide to Adviser a copy of Portfolio Manager's Form ADV as filed
with the Securities and Exchange Commission and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to custodians of Fund assets for the Portfolio.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed the
----------------------------------
current Registration Statement for the Fund filed with the SEC and
represents and warrants that, with respect to the disclosure about the
Portfolio Manager or information relating, directly or indirectly, to the
Portfolio Manager, such Registration Statement contains, as of the date
hereof, no untrue statement of any material fact and does not omit any
statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein
<PAGE>
not misleading. The Adviser has received a current copy of the Portfolio
Manager's Uniform Application for Investment Adviser Registration on Form
ADV, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager will
--------
pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager
shall not be responsible for any of the following:
(a) Expenses of all audits by the Fund's independent public accountants;
(b) Expenses of the Fund's transfer agent, registrar, dividend disbursing
agent, and shareholder recordkeeping services;
(c) Expenses of the Fund's custodial services including recordkeeping
services provided by the custodian;
(d) Expenses of the Fund's recordkeeping services provided by the
recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of the
Portfolio's net assets;
(f) Expenses of obtaining portfolio activity reports for each Portfolio;
(g) Expenses of maintaining the Fund's tax records;
(h) Salaries and other compensation of any of the Fund's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Portfolio Manager or its
subsidiaries or affiliates (except that the Adviser, or any of its
subsidiaries or affiliates, shall bear the expense with respect to
executive officers and employees, if any, who are officers, directors,
stockholders or employees of the Adviser or of its subsidiaries or
affiliates);
(i) Taxes, if any, levied against the Fund or any of its Portfolios;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolio;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders, the
preparation and mailings of proxy statements, prospectuses, statements
of additional information and reports of the Fund to its shareholders,
the filing of reports with regulatory bodies, the maintenance of the
Fund's
<PAGE>
existence, and the registration of shares with federal and state
securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for
sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any
affiliate thereof (except that the Adviser shall bear the expense of
any trustee who is an officer, employee, or stockholder of the Adviser
or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940 Act, or
other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims
and the legal obligations of the Fund to indemnify its trustees,
officers, employees, shareholders, distributors, and agents with
respect thereto (unless Portfolio Manager is responsible for such
expenses under Section 14 of this Agreement); and
(s) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
------------
Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to
this Agreement. This fee will be computed and accrued daily and payable
monthly. These fees for services shall be prorated for any portion of a
year in which the Agreement is not effective.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
----------
responsible for providing money for the initial capitalization of any
Portfolio.
7. Compliance.
----------
(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Fund in the event (I) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions
or operations; suspended or revoked its registration as an investment
adviser; or has
<PAGE>
commenced proceedings or an investigation that can reasonably be
expected to result in any of these actions, (ii) upon having a
reasonable basis for believing that a Portfolio has ceased to qualify
or might not qualify as a regulated investment company under
Subchapter M of the Code, and (iii) upon having a reasonable basis for
believing that the Portfolio has ceased to comply with the
diversification provisions of Section 817(h) of the Code or the
Regulations thereunder. The Portfolio Manager further agrees to notify
the Adviser and the Fund immediately of any material fact known to the
Portfolio Manager respecting or relating to the Portfolio Manager that
is not contained in the Registration Statement or prospectus for the
Fund, or any amendment or supplement thereto, or of any statement
contained therein that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (I) that the SEC has censured the Adviser or the
Fund; placed limitations upon either of their activities, functions,
or operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings or an investigation
that may result in any of these actions, (ii) upon having a reasonable
basis for believing that a Portfolio has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of
the Code, and (iii) upon having a reasonable basis for believing that
the Portfolio has ceased to comply with the diversification provisions
of Section 817(h) of the Code or the Regulations thereunder.
8. Independent Contractor. The Portfolio Manager shall for all purposes
----------------------
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time
to time, have no authority to act for or represent the Adviser in any way
or otherwise be deemed its agent. The Portfolio Manager understands that
unless provided herein or authorized from time to time by the Fund, the
Portfolio Manager shall have no authority to act for or represent the Fund
in any way or otherwise be deemed the Fund's Agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3 under
-----------------
the 1940 Act, the Portfolio Manager hereby agrees that all records which it
maintains for the Portfolio are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's or
the Adviser's request, although the Portfolio Manager may, at its own
expense, make and retain a copy of such records. The Portfolio Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act and to preserve the records required by Rule 204-2 under the
Advisers Act for the period specified in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with each
-----------
other party and with all appropriate governmental authorities having the
requisite
<PAGE>
jurisdiction (including, but not limited to, the SEC and state insurance
authorities) in connection with any investigation or inquiry relating to
this Agreement or the Fund.
11. Responsibility and Control. Notwithstanding any other provision of this
--------------------------
Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions
performed pursuant to this Agreement and reserves the right to direct,
approve or disapprove any action hereunder taken on its behalf by the
Portfolio Manager.
12. Services Not Exclusive. It is understood that the services of the
----------------------
Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or its affiliates) from providing similar
services to other clients, including investment companies (whether or not
their investment objectives and policies are similar to those of the
Portfolio) or from engaging in other activities.
13. Liability. Except as provided in Section 14 and as may otherwise be
---------
required by the 1940 Act or the rules thereunder or other applicable law,
the Fund and the Adviser agree that the Portfolio Manager, any affiliated
person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated
person") of the Portfolio Manager, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Portfolio Manager shall not be liable for, or subject to any damages,
expenses, or losses in connection with, any act or omission connected with
or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Portfolio Manager's duties, or by reason of reckless
disregard of the Portfolio Manager's obligations and duties under this
Agreement.
14. Indemnification.
---------------
(a) The Portfolio Manager agrees to indemnify and hold harmless, the
Adviser, any affiliated person of the Adviser, and each controlling
person, if any, who, controls the Adviser (collectively, "PL
Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses), to
which the Adviser or such affiliated person or controlling person may
become subject under the 1933 Act, 1940 Act, the Advisers Act, under
any other statute, at common law or otherwise, arising out of the
Portfolio Manager's responsibilities to the Trust which (I) may be
based upon any willful misfeasance, bad faith, or gross negligence of,
or by reckless disregard of, the Portfolio Manager's obligations
and/or duties under this Agreement by the Portfolio Managers or by any
of its directors, officers or employees, or any affiliate acting on
behalf of the Portfolio Manager (other than a PL Indemnified Person),
or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or
prospectus covering
<PAGE>
the Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such a statement or
omission was made in reliance upon information furnished in writing to
the Adviser, the Trust, or any affiliated person of the Trust by the
Portfolio Manager or any affiliated person of the Portfolio Manager
(other than a PL Indemnified Person); provided, however, that in no
case is the Portfolio Manager's indemnity in favor of the PL
Indemnified Person deemed to protect such person against any liability
to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of his duties, or by reason of his reckless disregard of obligation
and duties under this Agreement.
(b) The Adviser agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person of the Portfolio Manager and each
controlling person, if any, who, controls the Portfolio Manager
(collectively, "Portfolio Manager Indemnified Persons") against any
and all losses, claims, damages, liabilities or litigation (including
legal and other expenses) to which a Portfolio Manager Indemnified
Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise,
arising out of the Adviser's responsibilities as adviser of the Fund
or out of this Agreement which (I) may be based upon any willful
misfeasance, bad faith or gross negligence by the Adviser, any of its
employees or any affiliate acting on behalf of the Adviser (other than
a Portfolio Manager Indemnified Person) or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or prospectus covering Shares
of the Fund or any Portfolio, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement therein not misleading, unless such statement or
omission was made in reliance upon written information furnished to
the Fund or the Adviser or any affiliated person of the Adviser by a
Portfolio Manager Indemnified Person (other than an Adviser
Indemnified Person); provided however, that in no case is the
indemnity of the Adviser in favor of the Portfolio Manager Indemnified
Persons deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and
duties under this Agreement.
15. Duration and Termination. This Agreement shall become effective as of the
------------------------
date of execution first written above, and shall continue in effect for two
years from such date and continue thereafter on an annual basis with
respect to the Portfolio; provided that such annual continuance is
specifically approved at least annually
<PAGE>
(a) by the vote of a majority of the Board of Trustees of the Fund, or (b)
by the vote of a majority (as defined under the 1940 Act) 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.
(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.
<PAGE>
16. Use of Name.
-----------
(a) It is understood that the name "Pacific Life Insurance Company" or
"Pacific Life", or "Pacific Select Fund" or any derivative thereof or
logo associated with that name is the valuable property of the Adviser
and its affiliates, and that the Portfolio Manager has the right to
use such name (or derivative or logo) only with the approval of the
Adviser and only so long as the Adviser is an investment adviser to
the Fund and/or the Portfolio. Upon termination of the Investment
Advisory Agreement between the Fund and the Adviser, the Portfolio
Manager shall forthwith cease to use such name (or derivative or
logo).
(b) It is understood that the name "Salomon Brothers Asset Management" or
"SBAM" or any derivative thereof or logo associated with that name is
the valuable property of the Portfolio Manager and that the Adviser
has the right to use such name (or derivative or logo), in offering
materials of the Fund and/or Portfolio with the approval of the
Portfolio Manager and for so long as the Portfolio Manager is a
Portfolio Manager to the Fund and/or the Portfolio. Upon termination
of this Agreement between the Fund, the Adviser and the Portfolio
Manager, the Fund and the Adviser shall forthwith cease to use such
name (or derivative or logo).
(c) Neither the Fund nor the Advisers shall use the Portfolio Manager's
name (or that of any affiliate, including the name "Salomon Brothers
Asset Management") in promotional or sales related materials prepared
by or on behalf of the Adviser or the Fund, without prior review and
approval by the Portfolio Manager, which may not be unreasonably
withheld.
17. Limitation of Liability. A copy of the Amended and Restated Agreement and
-----------------------
Declaration of Trust for the Fund is on file with the Secretary of the
Commonwealth of Massachusetts. The Agreement and Declaration of Trust has
been executed on behalf of the Trust by a Trustee of the Trust in his
capacity as Trustee of the Trust and not individually. The obligations of
this Agreement shall be binding upon the assets and property of the Fund
and shall not be binding upon any Trustee, officer, employee, agent or
shareholder, whether past, present, or future, of the Fund individually.
18. Miscellaneous.
-------------
(a) This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder.
(b) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
<PAGE>
(c) To the extent permitted under Section 15 of this Agreement, this
Agreement may only be assigned by any party with prior written consent
of the other parties.
(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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first written above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------- ------------------------------
Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
SALOMON BROTHERS ASSET MANAGEMENT INC
Attest: /s/ Mary L. McNiff By: /s/ Michael S. Hyland
- ------------------------------- -------------------------------
Title: Vice President Title: President
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------- ------------------------------
Title: Secretary Title: Chairman of the Board,
Trustee and President
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Large-Cap Value Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the average
daily net assets of the Large-Cap Value Portfolio at an annual rate equal to:
.45% on the first $100 million
.40% on the next $100 million
.35% on the next $200 million
.30% on the next $350 million
.25% on the next $250 million
.20% on excess
<PAGE>
EXHIBIT 99.5(q)
Portfolio Management Agreement
<PAGE>
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this ___ day of ____, 1998 between Pacific Life
Insurance Company, ("Adviser"), a California corporation, and Lazard Asset
Management, a division of Lazard Freres & Co. LLC, ("Portfolio Manager"), a New
York limited liability company, 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 Mid-Cap Value Portfolio, such Portfolio together with any
other Portfolios subsequently established by the Fund, with respect to which the
Fund and Adviser desire to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the
"Portfolios"; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Portfolio Manager is registered with the SEC as an
investment adviser under the Advisers Act; and
WHEREAS, the Fund has retained the Adviser to render investment
advisory services to the Portfolios pursuant to an Advisory Agreement, as
amended, and such Agreement authorizes the Adviser to engage Portfolio Manager
to discharge the Adviser's responsibilities with respect to the investment
management of the Portfolio, a copy of which has been provided to the Portfolio
Manager and is incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio
Manager to furnish investment advisory services to one or more Portfolios of the
Fund, and the Portfolio Manager is willing to furnish such services to such
Portfolio and the Adviser in the manner and on the terms hereinafter set forth;
and
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Fund, the Adviser,
and the Portfolio Manager as follows:
<PAGE>
1. Appointment. The Fund and the Adviser hereby appoint Lazard Asset
------------
Management to act as Portfolio Manager to the Mid-Cap Value Portfolio ("the
Portfolio") for the periods and on the terms set forth in this Agreement. The
Portfolio Manager accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more portfolios other than the
Portfolio, the Adviser shall notify the Portfolio Manager in writing. If the
Portfolio Manager is willing to render such services, it shall notify the Fund
and Adviser in writing, whereupon such portfolio shall become a Portfolio
hereunder, and be subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the
-------------------------
Fund's Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the composition of
the assets of the Portfolio, including determination of the purchase, retention,
or sale of the securities, cash, and other investments, including futures
contracts and options thereon, for the Portfolio. The Portfolio Manager will
provide investment research and analysis, which may consist of computerized
investment methodology, and will conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Portfolio. To the extent permitted by the investment policies of
the Portfolio, the Portfolio Manager shall make decisions for the Portfolio as
to foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolio.
The Portfolio Manager is authorized to exercise tender offers, exchange offers
and to vote proxies on behalf of the Fund, each as the Portfolio Manager
determines is in the best interest of the Fund. In performing these duties, the
Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code and
(2) manage the Portfolio so as to ensure compliance by the Portfolio with the
diversification requirements of Section 817(h) of the Internal Revenue Code 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.
<PAGE>
(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 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
<PAGE>
consistent with the above standards, and, upon request, the Portfolio Manager
will report on said allocation to the Adviser and Board of Trustees of the Fund,
indicating the brokers, dealers or FCMs to which such allocations have been made
and the basis therefor.
(e) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Portfolio as well as any other investment
advisory clients, to the extent permitted by applicable laws and regulations,
but shall not be obligated to, aggregate the securities to be so sold or
purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in the Fund's Registration Statement.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Portfolio Manager in a
manner that is fair and equitable in the judgment of the Portfolio Manager in
the exercise of its fiduciary obligations to the Fund and to such other clients.
(f) Will, in connection with the purchase and sale of securities for
the Portfolio, together with the Adviser, arrange for the transmission to the
custodian and recordkeeping agent for the Fund, on a daily basis, such
confirmation(s), trade tickets, and other documents and information, including,
but not limited to, Cusip, Sedol, or other numbers that identify securities to
be purchased or sold on behalf of the Portfolio, as may be reasonably necessary
to enable the custodian and recordkeeping agent to perform its administrative
and recordkeeping responsibilities with respect to the Portfolio, and with
respect to portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the confirmation
of such trades to the Fund's custodian, and recordkeeping agent, and, if
required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for the Fund in
determining or confirming, consistent with the procedures and policies stated in
the Registration Statement for the Fund, the value of any portfolio securities
or other assets of the Portfolio for which the custodian and recordkeeping agent
seeks assistance from the Portfolio Manager or identifies for review by the
Portfolio Manager.
(h) Will make available to the Fund and the Adviser promptly upon
request, any of the Portfolio's investment records and ledgers maintained by the
Portfolio Manager (which shall not include the records and ledgers maintained by
the custodian and recordkeeping agent for the Fund), as are necessary to assist
the Fund and the Adviser to comply with requirements of the 1940 Act and the
Advisers Act, as well as other applicable laws, and will furnish to regulatory
authorities having the requisite authority any information or reports in
connection with such services which may be requested in order to ascertain
whether the operations of the Fund are being conducted in a manner consistent
with applicable laws and regulations.
(i) Will regularly report to the Fund's Board of Trustees on the
investment program for the Portfolio and the issuers and securities represented
in the Portfolio's portfolio, and will furnish the Fund's Board of Trustees with
respect to the Portfolio such periodic and special reports as the Trustees and
the Adviser may reasonably request, including, but not limited to, the monthly
compliance checklist, monthly tax compliance worksheet, reports regarding
<PAGE>
compliance with the Fund's procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and
12d3-1 under the Investment Company Act of 1940, fundamental investment
restrictions, procedures for opening brokerage accounts and commodity trading
accounts, liquidity determination of securities purchased pursuant to Rule 144A
and 4(2) commercial paper, and compliance with the Portfolio Manager's Code of
Ethics, and such other procedures or requirements that the Adviser may request
from time to time.
(j) Will not disclose or use any records or information obtained
pursuant to this Agreement (excluding investment research and investment
advice) in any manner whatsoever except as expressly authorized in this
Agreement or in the ordinary course of business in connection with placing
orders for the purchase and sale of securities or obtaining investment licenses
in various countries or the opening of custody accounts and dealing with
settlement agents in various countries, and will keep confidential any
information obtained pursuant to the Agreement, and disclose such information
only if the Board of Trustees of the Fund has authorized such disclosure, or if
such disclosure is required by applicable federal or state law or regulations or
regulatory authorities having the requisite authority. The Fund and the Adviser
will not disclose or use any records or information respecting the Portfolio
Manager obtained pursuant to this Agreement in any manner whatsoever except as
expressly authorized in this Agreement, and will keep confidential any
information obtained pursuant to this Agreement, and disclose such information
only as expressly authorized in this Agreement, if the Board of Trustees of the
Fund has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities having
the requisite authority.
(k) Shall not permit any employee of the Portfolio Manager to have any
material connection with the handling of the Portfolio if 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.
<PAGE>
(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 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;
<PAGE>
(h) Salaries and other compensation of any of the Fund's executive
officers and employees, if any, who are not officers, directors, stockholders,
or employees of the Portfolio Manager or its subsidiaries or affiliates (except
that the Adviser, or any of its subsidiaries or affiliates, shall bear the
expense with respect to executive officers and employees, if any, who are
officers, directors, stockholders or employees of the Adviser or of its
subsidiaries or affiliates);
(i) Taxes, if any, levied against the Fund or any of its Portfolios;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolio;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders,
the preparation and mailings of proxy statements, prospectuses, statements of
additional information and reports of the Fund to its shareholders, the filing
of reports with regulatory bodies, the maintenance of the Fund's existence, and
the registration of shares with federal and state securities or insurance
authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any affiliate
thereof (except that the Adviser shall bear the expense of any trustee who is an
officer, employee, or stockholder of the Adviser or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940 Act,
or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Fund to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto (unless Portfolio
Manager is responsible for such expenses under Section 14 of this Agreement);
and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
<PAGE>
5. Compensation. For the services provided and the expenses borne by
------------
the Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to this
Agreement. This fee will be computed and accrued daily and payable monthly.
These fees for services shall be prorated for any portion of a year in which the
Agreement is not effective.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall
----------
not be responsible for providing money for the initial capitalization of any
Portfolio.
7. Compliance.
----------
(a) The Portfolio Manager agrees that it shall immediately notify
the Adviser and the Fund in the event (i) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment adviser; or
has commenced proceedings or an investigation that can reasonably be expected to
result in any of these actions, (ii) upon having a reasonable basis for
believing that a Portfolio has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code,
and (iii) upon having a reasonable basis for believing that the Portfolio has
ceased to comply with the diversification provisions of Section 817(h) of the
Internal Revenue Code or the Regulations thereunder. The Portfolio Manager
further agrees to notify the Adviser and the Fund immediately of any material
fact known to the Portfolio Manager respecting or relating to the Portfolio
Manager that is not contained in the Registration Statement or prospectus for
the Fund, or any amendment or supplement thereto, or of any statement contained
therein that becomes untrue in any material respect.
(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.
<PAGE>
9. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Portfolio Manager hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's or
the Adviser's request, although the Portfolio Manager may, at its own expense,
make and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
-----------
with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry relating
to this Agreement or the Fund.
11. Responsibility and Control. Notwithstanding any other provision
--------------------------
of this Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions performed
pursuant to this Agreement and reserves the right to direct, approve or
disapprove any action hereunder taken on its behalf by the Portfolio Manager.
12. Services Not Exclusive. It is understood that the services of
----------------------
the Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or its affiliates) from providing similar
services to other clients, including investment companies (whether or not their
investment objectives and policies are similar to those of the Portfolio) or
from engaging in other activities.
13. Liability. Except as provided in Section 14 and as may otherwise
---------
be required by the 1940 Act or the rules thereunder or other applicable law, the
Fund and the Adviser agree that the Portfolio Manager, any affiliated person of
the Portfolio Manager, and each person, if any, who, within the meaning of
Section 15 of the 1933 Act, controls the Portfolio Manager shall not be liable
for, or subject to any damages, expenses, or losses in connection with, any act
or omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Portfolio Manager's duties, or by reason of
reckless disregard of the Portfolio Manager's obligations and duties under this
Agreement. Notwithstanding the foregoing, the Portfolio Manager may be liable
to the Fund for acts of good faith and nothing contained in this Agreement shall
constitute a waiver or limitation of rights that the Fund may have under federal
or state securities laws.
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, "PL Indemnified Persons") against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses), to which the Adviser or such affiliated person or controlling
person may become
<PAGE>
subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute,
at common law or otherwise, arising out of the Portfolio Manager's
responsibilities to the Trust which (i) may be based upon any willful
misfeasance, bad faith, or gross negligence of, or by reckless disregard of, the
Portfolio Manager's obligations and/or duties under this Agreement by the
Portfolio Managers or by any of its directors, officers or employees, or any
affiliate acting on behalf of the Portfolio Manager (other than a PL Indemnified
Person), or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering the Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon information furnished in writing to the Adviser, the Trust, or any
affiliated person of the Trust by the Portfolio Manager or any affiliated person
of the Portfolio Manager (other than a PL Indemnified Person); provided,
however, that in no case is the Portfolio Manager's indemnity in favor of the
Adviser or any affiliated person or controlling person of the Adviser deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligation and duties under this Agreement.
(b) The Adviser agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940
Act of the Portfolio Manager and each person, if any, who, within the meaning of
Section 15 of the 1933 Act controls ("controlling person") the Portfolio Manager
(collectively, "Portfolio Manager Indemnified Persons") against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which a Portfolio Manager Indemnified Person may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at
common law or otherwise, arising out of the Adviser's responsibilities as
adviser of the Fund which (i) may be based upon any 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.
<PAGE>
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.
(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.
<PAGE>
16. Use of Name.
-----------
(a) It is understood that the name "Pacific Life Insurance Company" or
"Pacific Life", or "Pacific Select Fund" or any derivative thereof or logo
associated with that name is the valuable property of the Adviser and its
affiliates, and that the Portfolio Manager has the right to use such name (or
derivative or logo) only with the approval of the Adviser and only so long as
the Adviser is an investment adviser to the Fund and/or the Portfolio. Upon
termination of the Investment Advisory Agreement between the Fund and the
Adviser, the Portfolio Manager shall forthwith cease to use such name (or
derivative or logo).
(b) It is understood that the name "Lazard Asset Management" or
"Lazard Freres" 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 "Lazard Freres") in
promotional or sales related materials prepared by or on behalf of the Adviser
or the Fund, without prior review and approval by the Portfolio Manager, which
may not be unreasonably withheld.
17. Limitation of Liability. A copy of the Amended and Restated
-----------------------
Agreement and Declaration of Trust for the Fund is on file with the Secretary of
the Commonwealth of Massachusetts. The Agreement and Declaration of Trust has
been executed on behalf of the Trust by a Trustee of the Trust in his capacity
as Trustee of the Trust and not individually. The obligations of this Agreement
shall be binding upon the assets and property of the Fund and shall not be
binding upon any Trustee, officer, employee, agent or shareholder, whether past,
present, or future, of the Fund individually.
18. Miscellaneous.
-------------
(a) This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the 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.
<PAGE>
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
(e) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, and all such counterparts shall
together constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ----------------------------------- -------------------------------
Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
LAZARD ASSET MANAGEMENT
Attest: /s/ William G. Butterly By: /s/ Robert P. Morgenthau
- ------------------------------------ -------------------------------
Title: Senior V.P. Legal Affairs Title: Managing Director
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------------ -------------------------------
Title: Secretary Title: Chairman of the Board,
Trustee and President
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Mid-Cap Value Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the average
daily net assets of the Mid-Cap Value Portfolio at an annual rate equal to:
.55% on the first $200 million
.50% on the next $200 million
.45% on the next $200 million
.40% on the next $200 million
.30% on the next $200 million
.25% on excess
<PAGE>
EXHIBIT 99.5(r)
Addendum to Portfolio Management Agreement
<PAGE>
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 1st day of
June, 1997, between Pacific Life Insurance Company ("Pacific Life"), a life
insurance company domiciled in California, Morgan Stanley Asset Management Inc.
("Morgan Stanley", "Portfolio Manager"), a Delaware corporation, and Pacific
Select Fund (the "Fund"), a Massachusetts Business Trust, is hereby amended as
set forth in this Addendum to the Portfolio Management Agreement, which is dated
as of ___________________, 1998.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as an open-end management investment company; and
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the International Portfolio; and
WHEREAS, pursuant to the Agreement, Pacific Life and the Fund have
appointed Morgan Stanley as Portfolio Manager to the International Portfolio and
Morgan Stanley has accepted such appointment; and
WHEREAS, the Fund intends to establish an additional Portfolio to be
designated as the REIT Portfolio; and
WHEREAS, the Pacific Life and the Fund desire to appoint Morgan
Stanley as Portfolio Manager to the REIT Portfolio under the provisions set
forth in the Agreement and in this Addendum; and
WHEREAS, the Portfolio Manager is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the
Agreement, the Fund hereby appoints the Portfolio Manager to
act as Portfolio Manager with respect to the REIT Portfolio
which, in addition to all other Portfolios previously
established, shall be deemed one of the Portfolios under the
Agreement, subject to the terms and conditions as specified
in the Agreement, including the Fee Schedule of the Agreement
as amended by this Addendum.
2. The Fee Schedule of the Agreement is amended to read as
follows:
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
MORGAN STANLEY ASSET MANAGEMENT
Portfolio: International Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the
average daily net assets of the International Portfolio at an annual rate equal
to:
0.35% on the first $100 million
Portfolio: REIT Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the
average daily net assets of the REIT Portfolio at an annual rate equal to:
0.60% on the first $100 million
0.45% on the next $150 million
0.40% on the next $250 million
0.35% on the next $500 million
0.30% on excess
These fees for services shall be prorated for any portion of a year in
which the Agreement is not effective.
This Addendum shall take effect on _________________, 1998.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------------ ----------------------------------
Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
MORGAN STANLEY ASSET MANAGEMENT INC.
Attest: /s/ By: /s/ Marna C. Whittington
- ------------------------------------ ----------------------------------
Title: Title: Managing Director
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------------ ----------------------------------
Title: Secretary Title: Chairman of the Board, Trustee
and President
<PAGE>
EXHIBIT 99.5(s)
Addendum to Portfolio Management Agreement
<PAGE>
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement ("Agreement") made the 17th day of
January, 1989, and amended April 22, 1992 and October 18, 1994, between Pacific
Life Insurance Company ("Pacific Life"), a life insurance company domiciled in
California, Bankers Trust Company ("BTC", "Portfolio Manager"), and Pacific
Select Fund (the "Fund"), a Massachusetts Business Trust, is hereby amended as
set forth in this Addendum to the Portfolio Management Agreement, which is dated
as of ___________________, 1998.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as an open-end management investment company; and
WHEREAS, the Fund offers shares in several Portfolios, one of which is
designated the Equity Index Portfolio (referred to as a "Series" in the
Agreement and hereinafter referred to as a "Portfolio"); and
WHEREAS, pursuant to the Agreement, Pacific Life and the Fund have
appointed BTC as Portfolio Manager to the Equity Index Portfolio and BTC has
accepted such appointment; and
WHEREAS, the Fund intends to establish an additional Portfolio to be
designated as the Small-Cap Index Portfolio ("the Portfolio"); and
WHEREAS, the Pacific Life and the Fund desire to appoint BTC as
Portfolio Manager to the Portfolio under the provisions set forth in the
Agreement and in this Addendum; and
WHEREAS, the Portfolio Manager is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the
Agreement, the Fund hereby appoints the Portfolio Manager to act as
Portfolio Manager with respect to the Small-Cap Index Portfolio which,
in addition to all other Portfolios previously established, shall be
deemed one of the Portfolios under the Agreement, subject to the terms
and conditions as specified in the Agreement, including section four
(4), "Compensation", as amended by this Addendum.
2. Section four (4) ("Compensation") of the Agreement is amended
------------
by replacing the first paragraph with the following language:
"4. Compensation. For the services provided, Pacific Life will
------------
pay a quarterly fee in advance to BTC, based on the combined average
daily net assets of the Portfolios at the beginning of each calendar
quarter, at an annual rate of .08% of the first $100 million of the
Portfolios' net assets, reduced to .04% on the next $100 million of
the Portfolios' net assets, and further reduced to .02% of the
<PAGE>
Portfolios' net assets over $200 million. This fee is subject to a
minimum annual fee of $100,000 payable at the end of each calendar
year.
This Addendum shall take effect on _________________, 1998.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first indicated above.
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ---------------------------------- -----------------------------------
Title: Secretary Title: Chairman of the Board and
Chief Executive Officer
BANKERS TRUST COMPANY
Attest: By: /s/ Frank Salerno
- ----------------------------------- -----------------------------------
Title: Title: Managing Director
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ----------------------------------- -----------------------------------
Title: Secretary Title: Chairman of the Board, Trustee
and President
<PAGE>
EXHIBIT 99.6(b)
Addendum to Distribution Agreement
<PAGE>
ADDENDUM TO DISTRIBUTION AGREEMENT
----------------------------------
The Distribution Agreement made the 1st day of December, 1987, and
subsequently amended on January 17, 1989, January 4, 1994, August 15, 1994, and
November 20, 1995, between PACIFIC SELECT FUND, (the "Fund") a Massachusetts
business trust having its principal place of business at 700 Newport Center
Drive, Newport Beach, CA 92660, and PACIFIC MUTUAL DISTRIBUTORS, INC. ("PMD"),
a California corporation, having its principal place of business at 700 Newport
Center Drive, Newport Beach, CA 92660 (the "Agreement") is hereby amended by
the addition of the provisions set forth in this Addendum to the Agreement
("Addendum"), which is made this___ day of ________________, 1998.
WITNESSETH:
WHEREAS, the Fund currently consists of fourteen separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT Portfolio, Equity Portfolio, Bond and Income Portfolio,
Aggressive Equity Portfolio and Emerging Markets Portfolio (each referred to as
a "Series" in the Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund has appointed PMD as Distributor of the Capital Stock
("Distributor") with respect to the Portfolios and PMD has accepted such
appointment; and
WHEREAS, the Fund intends to establish four additional Portfolios to be
designated as the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio and Small-Cap Index Portfolio; and
WHEREAS, the Fund desires to appoint PMD as Distributor for the Large-Cap
Value Portfolio, Mid-Cap Value Portfolio, REIT Portfolio and Small-Cap Index
Portfolio on the terms set forth in this Agreement and hereinafter; and
WHEREAS, PMD is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby constitutes and appoints PMD as Distributor of the Capital
Stock of the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio and Small-Cap Index Portfolio, which, in addition to all
other Portfolio's previously established by the Fund, shall be deemed
as a Portfolio under the Agreement as provided in the Agreement
subject to the terms and conditions specified in the Agreement and
this Addendum. For purposes of the Agreement and this Addendum, the
phrase "Capital Stock" shall mean the shares of beneficial interest
issued by the Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ----------------------------------- -------------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board,
Trustee and President
PACIFIC MUTUAL DISTRIBUTORS, INC.
Attest: /s/ Audrey L. Milfs By: /s/ Gerald W. Robinson
- ----------------------------------- -------------------------------
Name: Audrey L. Milfs Name: Gerald W. Robinson
Title: Secretary Title: Director, Chairman & CEO
Attest: /s/ Audrey L. Milfs By: /s/ Edward R. Byrd
- ----------------------------------- -------------------------------
Name: Audrey L. Milfs Name: Edward R. Byrd
Title: Secretary Title: Director, Treasurer & CFO
<PAGE>
EXHIBIT 99.8(c)
Addendum to Custodian Agreement
<PAGE>
ADDENDUM TO CUSTODY AGREEMENT
-----------------------------
The Custody Agreement, made the 1st day of December, 1987, and subsequently
amended on January 17, 1989, January 4, 1994, August 15, 1994, November 20,1995
and May 15, 1997, between PACIFIC SELECT FUND (the "Fund") a Massachusetts
business trust having its principal place of business at 700 Newport Center
Drive, Newport Beach, CA 92660, and Investors Fiduciary Trust Company ("IFTC"),
a state chartered trust company organized and existing under the laws of the
state of Missouri, having its principal place of business at 801 Pennsylvania,
Kansas City, Missouri 64105 (the "Agreement") is hereby amended by the addition
of the provisions set forth in this Addendum to the Agreement ("Addendum"),
which is made this __ day of _______________, 1998.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed IFTC as
Custodian and IFTC has accepted such appointment; and
WHEREAS, the Fund currently consists of fourteen separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT Portfolio, Equity Portfolio, Bond and Income Portfolio,
Aggressive Equity Portfolio and Emerging Markets Portfolio (each referred to as
a "Series" in the Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish four additional Portfolios to be
designated as the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio and Small-Cap Index Portfolio; and
WHEREAS, the Fund desires to appoint IFTC as Custodian for the Large-Cap
Value Portfolio, Mid-Cap Value Portfolio, REIT Portfolio and Small-Cap Index
Portfolio on the terms set forth in the Agreement and this Addendum; and
WHEREAS, IFTC is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby constitutes and appoints IFTC as custodian with respect to
the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT Portfolio
and Small-Cap Index Portfolio, which, in addition to all other
Portfolios previously established by the Fund, shall be deemed as a
Portfolio under the Agreement as provided in the Agreement subject to
the terms and conditions as specified in the Agreement and this
Addendum, including the compensation provisions in section seven (7)
<PAGE>
("Compensation") of the Agreement and in the Fee Schedule ("Exhibit
A") attached thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
------------------------------------ --------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board,
Trustee and President
INVESTORS FIDUCIARY TRUST COMPANY
Attest: By:
------------------------------------
Name: Name:
Title: Title:
<PAGE>
EXHIBIT 99.9(d)
Addendum to Agency Agreement
<PAGE>
ADDENDUM TO AGENCY AGREEMENT
----------------------------
The Agency Agreement, made the 1st day of July, 1990 and subsequently
amended on January 4, 1994, August 15, 1994 and November 20, 1995, by and
between PACIFIC SELECT FUND ("Fund"), a Massachusetts business trust having its
principal place of business at 700 Newport Center Drive, Newport Beach, CA
92660, and PACIFIC LIFE INSURANCE COMPANY ("Pacific Life"), a California
Corporation, having its principal place of business at 700 Newport Center Drive,
Newport Beach, California 92660 (the "Agreement") is hereby amended by the
addition of the provisions set forth in this Addendum to the Agreement
("Addendum"), which is made this ___ day of _______________, 1998.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed Pacific Life as
Transfer Agent and Dividend Disbursing Agent and Pacific Life has accepted such
appointment; and
WHEREAS, the Fund currently consists of fourteen separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT Portfolio, Equity Portfolio, Bond and Income Portfolio,
Aggressive Equity Portfolio and Emerging Markets Portfolio (each referred to as
a "Series" in the Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish four additional Portfolios to be
designated as the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio and Small-Cap Index Portfolio; and
WHEREAS, the Fund desires to appoint Pacific Life as Transfer Agent and
Dividend Disbursing Agent for the Large-Cap Value Portfolio, Mid-Cap Value
Portfolio, REIT Portfolio and Small-Cap Index Portfolio on the terms set forth
in the Agreement and in this Addendum to the Agreement;
WHEREAS, Pacific Life is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby employs and appoints Pacific Life as Transfer Agent and
Dividend Disbursing Agent with respect to the Large-Cap Value
Portfolio, Mid-Cap Value Portfolio, REIT Portfolio and Small-Cap Index
Portfolio which, in addition to all other Portfolios previously
established by the Fund, shall be deemed one of the Portfolios under
the Agreement as provided for in the Agreement, subject to the terms
and conditions as specified in the Agreement and this Addendum,
including
<PAGE>
the compensation provisions in Section six (6) ("Compensation and
Expenses") of the Agreement and in the Compensation Schedule ("Exhibit
C") attached thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
------------------------------------ ----------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board,
Trustee and President
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
------------------------------------ ----------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman & CEO
Attest: /s/ Audrey L. Milfs By: /s/ Glenn S. Schafer
------------------------------------ ----------------------------
Name: Audrey L. Milfs Name: Glenn S. Schafer
Title: Secretary Title: President
<PAGE>
EXHIBIT 99.9(e)
Addendum to Participation Agreement
<PAGE>
ADDENDUM TO PARTICIPATION AGREEMENT
-----------------------------------
The Participation Agreement, made the 6th day of November, 1992 and
subsequently amended on January 4, 1994, August 15, 1994 and November 20, 1995,
by and between PACIFIC LIFE INSURANCE COMPANY (the "Company"), a life insurance
company domiciled in California, on its behalf and on behalf of the segregated
asset accounts of the Company listed on Exhibit A to this Agreement (the
"Separate Accounts"); Pacific Select Fund (the "Fund"), a Massachusetts business
trust; and Pacific Mutual Distributors, Inc. ("Distributor"), a California
Corporation ("the Agreement") is hereby amended by the addition of the
provisions set forth in this Addendum to the Agreement ("Addendum"), which is
made this ___ day of __________________, 1998.
WITNESSETH:
WHEREAS, the Fund is authorized to issue separate classes of shares of
beneficial interest ("shares") each representing an interest in a separate
portfolio of assets known as a "series" and each series has its own investment
objective, policies, and limitations; and
WHEREAS, the Fund is available to offer shares of one or more of its series
to separate accounts of insurance companies that fund variable life insurance
policies and variable annuity contracts ("Variable Contracts"); and
WHEREAS, the Fund currently consists of fourteen separate series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Government Securities Portfolio, Growth Portfolio, Equity Income
Portfolio, Multi-Strategy Portfolio, International Portfolio, Equity Index
Portfolio, Growth LT Portfolio, Equity Portfolio, Bond and Income Portfolio,
Aggressive Equity Portfolio and Emerging Markets Portfolio (each referred to as
a "Series" in the Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish four additional Portfolios to be
designated as the Large-Cap Value Portfolio, Mid-Cap Value Portfolio, REIT
Portfolio and Small-Cap Index Portfolio; and
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
The Agreement is amended by replacing the second paragraph with the
following language:
"WHEREAS, the Fund is available to offer shares of one or more of its
Portfolios to separate accounts of insurance companies that fund variable
life insurance policies and variable annuity contracts ("Variable
Contracts") and to serve as an investment medium for Variable Contracts
offered by insurance companies that have entered into participation
agreements substantially similar to this agreement ("Participating
Insurance Companies"), and the Fund is comprised of multiple separate
Portfolios, and other Portfolios may be established in the future; and"
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ------------------------------------------- ------------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board,
Trustee and President
PACIFIC MUTUAL DISTRIBUTORS, INC.
Attest: /s/ Audrey L. Milfs By: /s/ Gerald W. Robinson
- ----------------------------------------- -----------------------------
Name: Audrey L. Milfs Name: Gerald W. Robinson
Title: Secretary Title: Director, Chairman & CEO
Attest: /s/ Audrey L. Milfs By: /s/ Edward R. Byrd
- ----------------------------------------- -----------------------------
Name: Audrey L. Milfs Name: Edward R. Byrd
Title: Secretary Title: Director, Treasurer & CFO
PACIFIC LIFE INSURANCE COMPANY
Attest: /s/ Audrey L. Milfs By: /s/ Thomas C. Sutton
- ----------------------------------------- -----------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman and CEO
Attest: /s/ Audrey L. Milfs By: /s/ Glenn S. Schafer
- ----------------------------------------- -----------------------------
Name: Audrey L. Milfs Name: Glenn S. Schafer
Title: Secretary Title: President
<PAGE>
EXHIBIT A
PACIFIC SELECT SEPARATE ACCOUNT
PACIFIC SELECT EXEC SEPARATE ACCOUNT
PACIFIC SELECT VARIABLE ANNUITY SEPARATE ACCOUNT
PACIFIC COLI SEPARATE ACCOUNT
SEPARATE ACCOUNT A
<PAGE>
EXHIBIT B
MONEY MARKET PORTFOLIO
MANAGED BOND PORTFOLIO
GOVERNMENT SECURITIES PORTFOLIO
HIGH YIELD BOND PORTFOLIO
GROWTH PORTFOLIO
GROWTH LT PORTFOLIO
EQUITY INCOME PORTFOLIO
MULTI-STRATEGY PORTFOLIO
EQUITY PORTFOLIO
BOND AND INCOME PORTFOLIO
EQUITY INDEX PORTFOLIO
INTERNATIONAL PORTFOLIO
EMERGING MARKETS PORTFOLIO
AGGRESSIVE EQUITY PORTFOLIO
LARGE-CAP VALUE PORTFOLIO
MID-CAP VALUE PORTFOLIO
REIT PORTFOLIO
SMALL-CAP INDEX PORTFOLIO
<PAGE>
EXHIBIT 99.11
Accountant's Consent
<PAGE>
EXHIBIT 11
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' CONSENT
Pacific Select Fund:
We consent to the incorporation by reference in this Post-Effective
Amendment No. 22 to Registration Statement No. 33-13954 on Form N-1A of our
report dated February 6, 1998 related to the financial statements of Pacific
Select Fund as of and for the period ended December 31, 1997 appearing in such
Registration Statement.
We also consent to the references 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
- -------------------------
Costa Mesa, California
September 4, 1998
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<NAME> MANAGED BOND PORTFOLIO
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<NAME> EQUITY INCOME PORTFOLIO
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<NAME> PACIFIC SELECT FUND
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<NAME> PACIFIC SELECT FUND
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<NAME> EQUITY INDEX PORTFOLIO
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<NAME> PACIFIC SELECT FUND
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<NAME> GROWTH LT PORTFOLIO
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<NAME> PACIFIC SELECT FUND
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<NAME> PACIFIC SELECT FUND
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<NAME> BOND AND INCOME PORTFOLIO
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