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As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 33-13954
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UNITED STATES
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. 25 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 26 [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, including Area Code: (949) 219-6767
Robin Yonis Sandlaufer
Assistant Vice President and Investment Counsel 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
Approximate Date of Proposed Public Offering ___________________________________
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b)
[_] on May 1, 1999 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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PROSPECTUS
(Included in Post-Effective Amendment No. 24 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-99-000626, as filed on April 9,
1999, and incorporated by reference herein.)
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STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 24 to the Registrant's Registration
Statement on Form N-1A, Accession No. 0001017062-99-000626, as filed on April
9, 1999, and incorporated by reference herein.)
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SUPPLEMENT DATED DECEMBER 15, 1999 TO THE
PROSPECTUS FOR PACIFIC SELECT FUND DATED MAY 1, 1999
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This supplement changes the fund's prospectus to reflect the following
effective January 1, 2000:
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The Fund is offering two new About the portfolios is amended by adding pages 4 through 7 of this supplement
portfolios describing the new portfolios. References to the fund's 18 portfolios
throughout the prospectus are changed to refer to 20 portfolios.
. Diversified Research Portfolio
. International Large-Cap Portfolio
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The names of two portfolios are The Growth Portfolio is now called the Small-Cap Equity Portfolio.
changed
The International Portfolio is now called the International Value Portfolio.
These new names better reflect the investment policies of these portfolios.
Throughout the prospectus, any reference to the Growth Portfolio is changed to
refer to the Small-Cap Equity Portfolio, and any reference to the International
Portfolio is changed to refer to the International Value Portfolio.
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The following portfolios have new Alliance Capital Management L.P. is the portfolio manager of the Emerging
portfolio managers Markets Portfolio.
Mercury Asset Management US is the portfolio manager of the Equity Index and
Small-Cap Index Portfolios.
The names of the prior managers (Blairlogie Capital Management and Bankers
Trust Company) are replaced with the names Alliance Capital Management L.P. and
Mercury Asset Management US, respectively. The description of the prior
managers in Managing the Pacific Select Fund on page 43 of the prospectus is
deleted.
About the Portfolios--Emerging Markets Portfolio is replaced with pages 8 and 9
of this supplement.
About the portfolios--Equity Index Portfolio is amended by adding the following
footnote to the bar chart on page 33 in How the portfolio has performed: Mercury
Asset Management began managing the portfolio on January 1, 2000. Another firm
managed the portfolio before that date.
About the portfolios--Small-Cap Index Portfolio is amended by deleting the
section Performance of comparable account.
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Your guide to this prospectus is The first sentence of Performance of comparable accounts is changed to read:
amended the Pacific Select Fund introduced four new portfolios on January 4, 1999, and
two new portfolios on January 1, 2000.
The following paragraph is added after the first paragraph in this section:
The Emerging Markets Portfolio has a new portfolio manager, effective January
1, 2000. Prior performance of comparable accounts has been included on page
11 of this supplement to show you the historic performance of comparable
accounts managed by the new portfolio manager.
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An overview of the Pacific Select The chart on pages 4 and 5 in the prospectus is replaced with the chart on
Fund is amended pages 2 and 3 of this supplement.
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AN OVERVIEW OF THE PACIFIC SELECT FUND
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This table is a summary of the goals, invest- PORTFOLIO AND MANAGER THE PORTFOLIO'S INVESTMENT GOAL
ments and risks of each of the Pacific Select
Fund's 20 portfolios. It's designed to help Aggressive Equity Portfolio Capital appreciation.
you understand the differences between the Alliance Capital Management L.P.
portfolios, the risks associated with each,
and how risk and investment goals relate. Emerging Markets Portfolio Long-term growth of capital.
Alliance Capital Management L.P.
The performance of all of the Pacific Select
Fund portfolios is affected by changes in the Diversified Research Portfolio Long-term growth of capital.
economy and financial markets. The portfolios Capital Guardian Trust Company
are also affected by other kinds of risks,
depending on the types of securities they Small-Cap Equity Portfolio Growth of capital.
invest in. There's also the possibility that (formerly called Growth Portfolio)
investment decisions portfolio managers make Capital Guardian Trust Company
will not accomplish what they were designed to
achieve, or that the portfolio will not International Large-Cap Portfolio Long-term growth of capital.
achieve its investment goal. Capital Guardian Trust Company
Equity securities historically have Bond and Income Portfolio Total return and income consistent with
offered the potential for greater long-term Goldman Sachs Asset Management prudent investment management.
growth than most fixed income securities,
but they also tend to have larger and more Equity Portfolio Capital appreciation. Current income is
frequent changes in price, which means Goldman Sachs Asset Management of secondary importance.
there's a greater risk you could lose money
over the short term. Fixed income securities Multi-Strategy Portfolio High total return.
are affected primarily by the financial J.P. Morgan Investment Management Inc.
condition of the companies that have issued
them, and by changes in interest rates. Equity Income Portfolio Long-term growth of capital and income.
J.P. Morgan Investment Management Inc.
You'll find more information about each
portfolio's recent strategies and holdings in Growth LT Portfolio Long-term growth of capital consistent
the most recent report to shareholders, and Janus Capital Corporation with the preservation of capital.
a more detailed discussion of each
portfolio's investments, strategies and risks Mid-Cap Value Portfolio Capital appreciation.
in the Statement of Additional Information Lazard Asset Management
(SAI). Please turn to the back cover for
information about how to get copies of Equity Index Portfolio Investment results that correspond to
these documents. Mercury Asset Management US the total return of common stocks
publicly traded in the U.S.
Many of the investment techniques and
strategies discussed in this prospectus and Small-Cap Index Portfolio Investment results that correspond to
in the SAI are discretionary, which means that Mercury Asset Management US the total return of an index of small
portfolio managers can decide if they want to capitalization companies.
use them or not. Portfolio managers may also
use investment techniques or make investments REIT Portfolio Current income and long-term capital
in securities that are not part of a Morgan Stanley Asset Management appreciation.
portfolio's principal investment strategy.
A portfolio's stated investment goal, (as International Value Portfolio Long-term capital appreciation
shown in the second column to the right), (formerly called International Portfolio) primarily through investment in equity
cannot be changed without the approval of Morgan Stanley Asset Management securities of corporations domiciled in
shareholders. Investment policies may be countries other than the United States.
changed from time to time by the fund's
board of trustees. Managed Bond Portfolio Maximize total return consistent with
Pacific Investment Management Company prudent investment management.
Government Securities Portfolio Maximize total return consistent with
Pacific Investment Management Company prudent investment management.
Money Market Portfolio Current income consistent with
Pacific Life Insurance Company preservation of capital.
High Yield Bond Portfolio High level of current income.
Pacific Life Insurance Company
Large-Cap Value Portfolio Long-term growth of capital. Current
Salomon Brothers Asset Management Inc income is of secondary importance.
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THE PORTFOLIO'S MAIN INVESTMENTS THE PORTFOLIO'S MAIN RISKS
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Equity securities of small emerging-growth companies Price volatility and other risks that accompany an investment
and medium-sized companies. in small emerging-growth companies and medium-sized companies.
Particularly sensitive to price swings during periods of
economic uncertainty.
Equity securities of companies that are located Price volatility and other risks that accompany an investment
in countries generally regarded as "emerging market" in emerging markets. Sensitive to currency exchange rates,
countries. international political and economic conditions and other
risks that affect foreign securities. May have greater price
swings than most of the portfolios.
Equity securities of U.S. companies and securities Price volatility and other risks that accompany an investment
whose principal markets are in the U.S. in equity securities.
Equity securities of smaller and medium-sized Price volatility and other risks that accompany an investment
companies. in growth-oriented and smaller and medium-sized companies.
Particularly sensitive to price swings during periods of
economic uncertainty.
Equity securities of non-U.S. companies and Price volatility and other risks that accompany an investment
securities whose principal markets are outside of in foreign equities. Sensitive to currency exchange rates,
the U.S. international political and economic conditions and other
risks that affect foreign securities.
A wide range of fixed income securities with varying Credit, interest rate, liquidity and other risks that
terms to maturity, with an emphasis on long-term accompany an investment in fixed income securities and
bonds. in mortgage related investments. Particularly sensitive to
credit risk during economic downturns. Generally
has the most interest rate risk of the bond portfolios.
Equity securities of large U.S. growth-oriented Price volatility and other risks that accompany an equity
companies. investment in large, growth-oriented companies.
A mix of equity and fixed income securities. Price volatility and other risks that accompany an investment
in equity securities. Credit, interest rate and other risks
that accompany an investment in fixed income securities.
Equity securities of large and medium-sized Price volatility and other risks that accompany an investment
dividend-paying U.S. companies. in equity securities.
Equity securities of a large number of companies of Price volatility and other risks that accompany an investment
any size. in equity securities.
Equity securities of medium-sized U.S. companies Price volatility and other risks that accompany an equity
believed to be undervalued. investment in medium-sized companies.
Equity securities of companies that are included in Price volatility and other risks that accompany an investment
the Standard & Poor's 500 Composite Stock Price in equity securities. May be particularly susceptible to a
Index. general decline in the U.S. stock market because it cannot
change its investment strategy, even temporarily to protect
it from loss during poor economic conditions.
Equity securities of companies that are included in Price volatility and other risks that accompany an investment in
the Russell 2000 Small Stock Index. smaller companies. May be particularly susceptible to a general decline in
the U.S. stock market because it cannot change its investment strategy,
even temporarily to protect it from loss during poor economic conditions.
Equity securities of real estate investment trusts. Price volatility and the risks associated with the real estate
market. Particularly sensitive to price swings because the
portfolio is classified as "non-diversified"--it may hold
securities from a fewer number of issuers than a diversified
portfolio.
Equity securities of companies of any size located Price volatility and other risks that accompany an investment
in developed countries outside of the U.S. in foreign equities. Sensitive to currency exchange rates,
international political and economic conditions and other
risks that affect foreign securities.
Medium and high-quality fixed income securities with Credit, interest rate and other risks that accompany an
varying terms to maturity. investment in medium and high-quality fixed income securities
and in mortgage related investments.
Fixed income securities that are issued or Credit, interest rate and other risks that accompany an
guaranteed by the U.S. government, its agencies or investment in government bonds and in mortgage related
government-sponsored enterprises. investments. Generally has the least credit risk of the bond
portfolios.
Highest quality money market instruments believed to Credit and interest rate risks that accompany an investment in
have limited credit risk. high quality short-term instruments. Intended to have the
least investment risk of all of the portfolios.
Fixed income securities with lower and Credit, interest rate, liquidity and other risks that
medium-quality credit ratings and intermediate accompany an investment in lower-quality fixed income
to long terms to maturity. securities. Particularly sensitive to credit risk during
economic downturns.
Equity securities of large U.S. companies. Price volatility and other risks that accompany an equity
investment in large companies.
3
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ABOUT THE PORTFOLIO DIVERSIFIED RESEARCH PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest in common stocks of
U.S. companies and common stocks of foreign companies with significant markets
in the U.S. The portfolio invests primarily in companies with a total market
A company's "market capitalization" is a capitalization of more than $1 billion. Stocks of foreign companies with
measure of its size. Capitalization is significant markets in the U.S. include American Depositary Receipts (ADRs) and
calculated by multiplying the current share foreign securities registered in the U.S. The portfolio principally invests in
price by the number of shares held by common stock, but it may also invest in securities convertible into common stock,
investors. warrants, rights and non-convertible preferred stock.
The portfolio is managed by a team of analysts. The portfolio is divided into
segments, and each has its own analyst who makes independent decisions within
portfolio guidelines and objectives. Sector weightings are the result of individual
security selections, although the portfolio manager expects major industry sectors
to typically be represented in the portfolio.
The portfolio may invest up to 10% of its total assets in securities companies
domiciled outside the U.S. that are not included in the Standard & Poor's 500
Composite Stock Price Index.
Although the portfolio managers do not intend to seek short-term profits, they
may sell securities whenever they believe appropriate, without regard to the
length of time a security has been held.
The portfolio management team may temporarily change these strategies if it
believes economic conditions make it necessary to try to protect the portfolio
from potential loss. In this case, the portfolio may invest a substantial
portion of its assets in high-quality debt securities, including short-term
obligations.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The Diversified Research Portfolio principally invests in equity securities,
which may go up or down in value, sometimes rapidly and unpredictably. While
equities may offer the potential for greater long-term growth than most fixed
income securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
. price volatility - the value of the portfolio changes as the prices of its
investments go up and down. The portfolio invests in large to medium size
companies, which tend to have more stable prices than smaller companies.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way securities markets operate, less secure
foreign banks or securities depositories than those in the U.S., and foreign
controls on investment.
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4
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[SYMBOL] --------------------------------------------------------------------------
Who manages the portfolio Andrew F. Barth, is President and Director-U.S. of Capital International
Research, Inc., the research arm and a subsidiary of Capital Guardian. He is
[LOGO OF CAPITAL GUARDIAN TRUST COMPANY also a Director of Capital Guardian and member of its Executive Committee and
APPEARS HERE] Global Institution Group North American Committee. As the Research Coordinator
for the portfolio, Mr. Barth facilitates the communication and comparison of
The Diversified Research Portfolio is investment ideas and allocates the portfolio's assets among the analysts.
managed by a team of analysts, led by The analysts have an average of 13 years investment experience 10 years Guardian
the Research Coordinator, at Capital or and an average of with Capital its affiliates.
Guardian Trust Company. You'll find
more about Capital Guardian on page 44
of the fund's prospectus.
PERFORMANCE OF COMPARABLE ACCOUNTS
This portfolio has no historical This chart does not show you the performance of the Diversified Research
performance because it started on Portfolio--it shows the performance of similar accounts managed by Capital
January 1, 2000. Guardian Trust Company.
The chart to the right shows the Annual total returns, and average annual total returns for the periods ending
historical performance of a composite of June 30, 1999.
accounts managed by Capital Guardian
using its U.S. Equity Diversified Research -----------------------------------------------------------------------------------
strategy. Each account in the composite Capital Guardian
has investment objectives, policies and U.S. Equity Diversified
strategies that are substantially similar Research Composite,
to those of the Diversified Research adjusted to reflect
Portfolio. fees and estimated
Capital Guardian expenses of the
This information shows the historical U.S. Equity Diversified Diversified Research S&P 500
track record of the portfolio manager and Year Research Composite (%) Portfolio (%) Index (%)
is not intended to imply how the -----------------------------------------------------------------------------------
Diversified Research Portfolio has 1999/1/ 16.44 16.28 12.38
performed or will perform. Total returns 1998 28.40 28.14 28.58
represent past performance of the Capital 1997 30.91 30.66 33.36
Guardian U.S. Equity Diversified Research 1996 21.92 21.63 22.96
Composite and not the Diversified 1995 39.63 39.43 37.58
Research Portfolio. 1994 4.41 4.04 1.27
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Returns do not reflect fees and expenses Time Period Average Annual Average Annual Average Annual
associated with any variable annuity (through 6/30/99) Total Return (%) Total Return (%) Total Return (%)
contract or variable life insurance policy, -----------------------------------------------------------------------------------
and would be lower if they did. 1 Year 23.38 23.10 22.76
5 Years 28.55 28.30 27.87
since inception
3/31/93 22.74 22.45 22.04
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/1/Total return through June 30, 1999, not annualized.
The accounts in the composite were not subject to the requirements of the
Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code,
which, if imposed, could have affected the performance.
The first column (after "Year") shows performance of the Capital Guardian U.S.
Equity Diversified Research Composite after the highest advisory fees charged
to accounts within the composite have been deducted. Custody fees or other
expenses normally paid by mutual funds and which the Diversified Research
Portfolio will pay have not been deducted. If those expenses were deducted,
returns would be lower.
The second column shows gross performance of the composite, adjusted to
reflect the estimated fees and expenses of the Diversified Research Portfolio.
The third column shows performance of the S&P 500 Index, an index of the stocks
of approximately 500 large-capitalization U.S. companies, for the same periods.
Results include reinvested dividends.
5
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ABOUT THE PORTFOLIO INTERNATIONAL LARGE-CAP PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies.
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest at least 80% of its
assets in companies located outside the U.S. The portfolio principally invests
in common stock, but it may also invest in securities convertible into common
stock, warrants, rights and non-convertible preferred stock.
The portfolio is managed by a team of managers. The portfolio management team
normally emphasizes investments in securities of companies located in Europe,
Canada, Australia, Asia and the Far East, but may also invest in other
countries and regions, including developing countries. Regional and country
allocation decisions are based on a variety of factors, including economic,
social, and political developments, currency risks and the liquidity of various
national markets.
Although the portfolio managers do not intend to seek short-term profits, they
may sell securities whenever they believe appropriate, without regard to the
length of time a security has been held.
The portfolio managers may use currency hedging and other investment management
techniques, such as forward foreign currency contracts. The portfolio may also
cross-hedge between two non-U.S. currencies.
The portfolio management team may temporarily change these strategies if it
believes that economic conditions make it necessary to try to protect the
portfolio from potential loss. In this case, the portfolio may invest a
substantial portion of its assets in short-term obligations.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The International Large-Cap Portfolio invests in equity securities, which may
go up or down in value, sometimes rapidly and unpredictably. While equities may
offer the potential for greater long-term growth than most fixed income
securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
. price volatility - the value of the portfolio changes as the prices of the
investments it holds go up or down. The portfolio invests in large to medium
size companies, which tend to have more stable prices than smaller companies.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way securities markets operate, less secure
foreign banks or securities depositories than those in the U.S., and foreign
controls on investment.
. risks of currency derivatives - this portfolio may enter into foreign
currency transactions, forward foreign currency contracts and other
investment techniques to help it achieve its investment goals. There's always
a risk that these techniques could reduce returns or increase the portfolio's
volatility.
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[SYMBOL] -----------------------------------------------------------------------
Who manages the portfolio The portfolio is managed by a team of managers with an average of 21 years with
Capital Guardian or its affiliates and 25 years investment experience.
[LOGO OF CAPITAL GUARDIAN TRUST COMPANY Each portfolio manager is individually responsible for the portion of the
APPEARS HERE] portfolio assigned to them. Each manager then invests his or her portion of the
portfolio in accordance with their investment convictions within portfolio
The International Large-Cap Portfolio is guidelines and objectives. The portfolio management team is supported by
managed by a team of portfolio managers over 25 research analysts who also manage a portion of the portfolio.
at Capital Guardian Trust Company.
You'll find more about Capital Guardian
on page 44 of the fund's prospectus.
PERFORMANCE OF COMPARABLE ACCOUNTS
This portfolio has no historical This chart does not show you the performance of the International Large-Cap
performance because it started on Portfolio -- it shows the performance of similar accounts managed by Capital
January 1, 2000. Guardian Trust Company.
The chart to the right shows the historical Annual total returns, and average annual total returns for the periods ending
performance of the Capital Guardian Non-U.S. June 30, 1999.
Equity Composite. Each account in the
composite has investment objectives, --------------------------------------------------------------------------------
policies and strategies that are Capital Guardian Non-
substantially similar to those of the U.S. Equity Composite,
International Large-Cap Portfolio. adjusted to reflect fees
Capital Guardian and estimated expenses
This information shows the historical Non-U.S. Equity of the International MSCI EAFE
track record of the portfolio manager and Year Composite (%) Large-Cap Portfolio (%) Index (%)
is not intended to imply how the --------------------------------------------------------------------------------
International Large-Cap Portfolio has 1999/1/ 19.68 19.52 4.11
performed or will perform. Total returns 1998 17.14 16.81 20.33
represent past performance of the Capital 1997 8.78 8.39 1.78
Guardian Non-U.S. Equity Composite and not 1996 15.40 15.06 6.04
the International Large-Cap Portfolio. 1995 13.50 13.14 11.21
1994 3.25 2.83 7.80
Returns do not reflect fees and expenses 1993 35.90 35.70 32.60
associated with any variable annuity 1992 (3.58) (4.06) (12.20)
contract or variable life insurance policy, 1991 16.98 16.64 12.50
and would be lower if they did. 1990 (13.62) (14.17) (23.20)
1989 21.75 21.45 10.50
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Time Period Average Annual Average Annual Average Annual
(through 6/30/99) Total Return (%) Total Return (%) Total Return (%)
--------------------------------------------------------------------------------
1 year 20.28 19.97 7.92
5 years 14.74 14.39 8.52
10 years 12.55 12.19 6.92
--------------------------------------------------------------------------------
/1/ Total return through June 30, 1999, not annualized.
The accounts in the composite were not subject to the requirements of the
Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code,
which, if imposed, could have affected the performance.
The first column (after "Year") shows performance of the Capital Guardian Non-U.S.
Equity Composite after the highest advisory fees charged to the accounts within
the composite have been deducted. Custody fees or other expenses normally paid by
mutual funds and which the International Large-Cap Portfolio will pay have not been
deducted. If those expenses were deducted, returns would be lower.
The second column shows gross performance of the composite, adjusted to reflect
the estimated fees and expenses of the International Large-Cap Portfolio.
The third column shows performance of the Morgan Stanley Capital International
EAFE Index, an unmanaged market value-weighted average of the performance of
over 1,000 securities listed on the stock exchanges of countries in Europe,
Australia, Asia, and the Far East, for the same periods. Results include
reinvested dividends.
7
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ABOUT THE PORTFOLIOS EMERGING MARKETS PORTFOLIO
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[SYMBOL] -----------------------------------------------------------------------
The portfolio's investment goal This portfolio seeks long-term growth of capital.
This portfolio is not available for:
. Pacific Corinthian variable annuity contracts.
[SYMBOL] -----------------------------------------------------------------------
What the portfolio invests in This portfolio's principal investment strategy is to invest in companies that
are located in countries that are generally regarded as "emerging market"
countries. It principally invests in common stock.
Emerging market countries are typically The portfolio manager seeks securities that meet its selection criteria and
less developed economically than allocates assets geographically. The portfolio manager uses a two-step process
industrialized countries and may offer to manage the portfolio:
high growth potential as well as considerable
investment risk. These countries are . looks for companies that it believes will provide superior growth at
generally located in South America, Asia, attractive prices - the portfolio manager uses fundamental company analysis
the Middle East and Eastern Europe. to try to identify opportunities for increasing earnings growth and good
return on equity, and favors companies whose stocks trade at attractive
valuations relative to their global or regional peers. The portfolio manager
pays attention to corporate governance, and prefers management teams that
have a track record for increasing shareholder value.
. allocates assets among countries in three broad regions - the portfolio
manager allocates assets among Asia, Latin America, and Eastern Europe/Middle
East/Africa. The portfolio manager normally allocates assets among these
regions in amounts that approximate the weightings of the Morgan Stanley
Capital International (MSCI) Emerging Markets Free Index, although the
portfolio manager may deviate from the index if it believes there is an
investment opportunity or for defensive reasons.
The team may use options, futures contracts and other techniques to try to increase
returns. It may also use derivatives and other management techniques to hedge and
manage changes in currency exchange rates. The portfolio may also cross-hedge
between two non-U.S. currencies. The portfolio may lend some of its assets, as long
as the loans it makes are secured.
The portfolio's policy is to have almost all portfolio assets in common stock
at all times. The portfolio may, however, invest in U.S. government securities,
high-quality corporate fixed income securities, or money market instruments, to
meet cash flow needs or if the U.S. government ever imposes restrictions on
foreign investing.
[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of The Emerging Markets Portfolio principally invests in equity securities, which
may go up or down in value, sometimes rapidly and unpredictably. While equities
may offer the potential for greater long-term growth than most fixed income
securities, they generally have higher volatility. The portfolio may be
affected by the following risks, among others:
Companies in emerging markets may be . price volatility - the value of the portfolio changes as the prices of its
especially volatile. The value of this investments go up or down. This portfolio invests in companies in emerging
portfolio may have greater price swings markets, which may be particularly volatile. It also invests in smaller
than most of the Pacific Select Fund companies, which tend to have higher price swings than larger companies
portfolios. because they have fewer financial resources, limited product and market
diversification and many are dependent on a few key managers.
. risks of foreign investing - foreign investments may be riskier than U.S.
investments for many reasons, including changes in currency exchange rates,
unstable political and economic conditions, a lack of adequate company
information, differences in the way
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[SYMBOL] -----------------------------------------------------------------------
Risks you should be aware of securities markets operate, less secure foreign banks or securities
(continued) depositories than those in the U.S., and foreign controls on investment.
Investments in emerging markets countries are generally riskier than other
kinds of foreign investments, partly because emerging market countries may be
less politically and economically stable than other countries. It may also be
more difficult to buy and sell securities in emerging markets countries.
. risks of using derivatives - this portfolio may invest in foreign currency
transactions, forward foreign currency contracts or options, futures and use
other investment techniques to help it achieve its investment goals. There's
always a risk that these techniques could reduce returns or increase the
portfolio's volatility.
. significant portfolio turnover - may occur in connection with the potential
restructuring of the portfolio's holdings to reflect the management style of
Alliance Capital. This may result in increased transactional costs to the
portfolio.
[SYMBOL] -----------------------------------------------------------------------
How the portfolio has performed Year by year total return (%)
as of December 31 each year/1/
The bar chart shows how the portfolio's
performance has varied since its inception. [BAR CHART OF TOTAL RETURN APPEARS HERE]
The table below the bar chart compares --------------------------------------------------------------------------------
the portfolio's performance with the '96 '97 '98
Morgan Stanley Capital International (MSCI)
Emerging Markets Free Index, an index of
approximately 879 stocks from approximately (3.23) (1.69) (26.83)
26 emerging market countries. --------------------------------------------------------------------------------
Returns do not reflect fees and expenses Best and worst quarterly performance during this period:
associated with any variable annuity 4th quarter 1998: 12.22%; 3rd quarter 1998: (25.07)%
contract or variable life insurance policy,
and would be lower if they did. Average annual total return Since inception
as of December 31, 1998 1 year (April 1, 1996)
Looking at how a portfolio has performed --------------------------------------------------------------------------------
in the past is important - but it's no Emerging Markets Portfolio/2/ (26.83)% (12.32)%
guarantee of how it will perform in the MSCI Emerging Markets Free Index (25.34)% (14.08)%
future.
/1/ Total return for 1996 is for the period from April 1, 1996 (commencement of
For information on how Alliance Capital operations) to December 31, 1996.
has managed substantially similar accounts, /2/ Alliance Capital Management L.P. began managing this portfolio on January 1,
see page 11 of this supplement. 2000. Another firm managed the portfolio before that date.
[SYMBOL] -----------------------------------------------------------------------
Who manages the portfolio Edward D. Baker III, Senior Vice President at Alliance Capital, will be the
primary portfolio manager. He is the head of the emerging markets equity
[LOGO OF ALLIANCE CAPITAL APPEARS HERE] portfolio management team and he coordinated the investment activities of
Alliance Capital's non-U.S. joint ventures. He is Chairman of Alliance Capital
The Emerging Markets Portfolio is managed Management Australia, Chairman and CEO of Alliance Capital Management Canada
by a team of portfolio managers at Alliance and Vice Chairman of Alliance Capital Investments Trust Management Co. in
Capital Management L.P. You'll find more Japan. He is also a member of the Board of Directors of New Alliance in Hong
about Alliance Capital on page 10 of this Kong. Prior to joining Alliance in 1995, Mr. Baker worked for BARRA, Inc., an
supplement. investment technology firm. Mr. Baker is supported by a team of four other
portfolio managers, each of whom has experience in investing in emerging market
countries.
9
</TABLE>
<PAGE>
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Managing the Pacific Select Fund is The fourth paragraph in the section Pacific Life is replaced with:
amended
Pacific Life, subject to the review of the Fund's Board, has ultimate
responsibility to oversee the other portfolio managers. Under an exemptive
order from the Securities and Exchange Commission, Pacific Life and Pacific
Select Fund can hire, terminate and replace the portfolio managers (except,
as a general matter, portfolio managers affiliated with Pacific Life or
Pacific Select Fund) without shareholder approval. Within 90 days of the
hiring of any new portfolio manager, shareholders of the affected portfolio
will be sent information about the change.
The section Alliance Capital is replaced with:
Alliance Capital is a leading global investment advisor supervising client
accounts with assets as of June 30, 1999 totaling $321 billion. Alliance
Capital and its affiliates have 8 offices in the U.S. and 24 offices
worldwide.
Alliance Capital's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies, foundations
and endowment funds.
Units representing assignments of beneficial ownership of limited partnership
interests of Alliance Capital are publicly traded on the New York Stock Exchange.
Alliance Capital Management Corporation (ACMC) is the general partner of Alliance
Capital and conducts no other active business. The Equitable Life Assurance
Society of the United States (Equitable), its subsidiary, ACMC, and another
subsidiary were beneficial owners of approximately 56.45% of the outstanding
limited partnership interest in Alliance Capital. Equitable is a wholly owned
subsidiary of AXA Financial, Inc. (AXA Financial), whose shares are publicly
traded on the New York Stock Exchange. As of June 30, 1999, AXA, a French
insurance holding company, owned approximately 58.2% of the outstanding shares of
the common stock of AXA Financial.
Alliance Capital manages the Aggressive Equity Portfolio and the Emerging
Markets Portfolio.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Managing the Pacific Select Fund is
amended (continued)
PERFORMANCE OF COMPARABLE ACCOUNTS
The chart to the right shows the This chart shows you the performance of a composite of accounts managed by Alliance Capital
historical performance of a composite that are comparable to the Emerging Markets Portfolio, the performance of the Emerging
of two advisory accounts, calculated Markets Portfolio and performance of a benchmark index.
according to the standards set by the
Association for Investment Management Annual total returns since 1992 and average annual total returns for the periods ending
and Research (AIMR). The accounts June 30, 1999.
have investment objectives, policies
and strategies that are substantially --------------------------------------------------------------------------------------------
similar to those of the Emerging Alliance Emerging
Markets Portfolio. Markets Equity
Alliance Composite, Adjusted Emerging Markets
This information shows the historical Emerging to Reflect Expenses Portfolio (%)/3/ MSCI Emerging
track record of Alliance Capital and Markets Equity of the Emerging (under prior Markets Free
is not intended to imply how the Year Composite (%)/1/ Markets Portfolio (%)/2/ manager) Index (%)
Emerging Markets Portfolio has --------------------------------------------------------------------------------------------
performed or will perform under 1999/4/ 40.83 40.71 29.92 39.87
Alliance Capital's management. Total 1998 (28.85) (29.52) (26.83) (25.34)
returns represent past performance of 1997 (9.35) (9.88) (1.69) (11.59)
the Alliance Emerging Markets Equity 1996 21.38 20.35 -- 6.03
Composite only and not the Emerging 1995 (4.04) (4.52) -- (5.21)
Markets Portfolio. 1994 (13.12) (13.68) -- (7.32)
1993 63.44 63.44 -- 74.84
The returns do not reflect fees and 1992 16.38 16.05 -- 11.41
expenses associated with any variable --------------------------------------------------------------------------------------------
annuity contract or variable life Time Period Average Annual Average Annual Average Annual Average Annual
insurance policy, and would be lower (through 6/30/99) Total Return (%) Total Return (%) Total Return (%) Total Return (%)
if they did. --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 year 18.21 17.91 9.25 28.71
3 years (3.17) (3.65) (3.89) (4.00)
5 years 1.86 1.32 -- (0.83)
Since Inception
(10/01/91) 8.25 7.86 -- 6.56
--------------------------------------------------------------------------------------------
/1/ Composite results are asset weighted and calculated on a monthly basis. Quarterly and
annual composite performance figures are computed by linking monthly returns.
Performance figures for each account are calculated monthly. Monthly market values
include income accruals.
/2/ In calculating returns, the Emerging Markets Portfolio's actual expense rates were used
for 1996 to present; and the 1997/98 expense rate was used for prior years.
/3/ The portfolio commenced operations on April 1, 1996. The total return for the portfolio
for the period April 1, 1996 to December 31, 1996 was (3.23)%. The MSCI Emerging Markets
Free Index total return for the same period was (0.20)%. The average annual total return
for the portfolio since inception through June 30, 1999 was (3.04)%.
/4/ Total returns through June 30, 1999, not annualized.
The accounts in the composite were not subject to the requirements of the Investment Company
Act of 1940 or Subchapter M of the Internal Revenue Code, which, if imposed, could have
affected the performance.
The first column (after "Year") shows performance of Alliance Emerging Markets Equity
Composite after the deduction of investment management fees. The fees and expenses of the
Composite do not include custody fees or other expenses normally paid by mutual funds and
which the Emerging Markets Portfolio pays. If these fees were included, returns would be
lower.
The second column shows gross performance of the Alliance Composite adjusted to reflect
the fees and expenses of the Emerging Markets Portfolio.
The third column shows the actual performance of the Emerging Markets Portfolio.
The fourth column shows the performance of the MSCI EMFI. Results include reinvested
dividends.
11
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Managing the Pacific Select Fund is The following section is added:
amended (continued)
[LOGO OF MERCURY ASSET MANAGEMENT Mercury is a subsidiary of Merrill Lynch & Company, Inc. ("Merrill"). Merrill's
APPEARS HERE] Asset Management Group ("AMG") is the world's third largest active global
investment management organization, managing $516 billion in assets as of June
World Financial Center 30, 1999. AMG has both experience and expertise to offer a broad range of
225 Liberty Street investment services to many diversified market segments. AMG is comprised of
New York, NY 10080 various divisions and subsidiaries including Fund Asset Management, L.P., doing
business as Mercury Asset Management US. Mercury/AMG have a dedicated
Quantitative Strategies Division, which includes a five-member senior
management team from the firm that served as portfolio manager prior to January 1,
2000, which had been responsible for portfolio management of the fund's Equity
Index and Small-Cap Index Portfolios since January 30, 1991 and January 1, 1999,
respectively, until July 2, 1999.
Mercury manages the Equity Index Portfolio and the Small-Cap Index Portfolio.
--------------------------------------------------------------------------------
The table in Fees and expenses --------------------------------------------------------------------------------
paid by the fund is amended Advisory fee Other expenses Total expenses
--------------------------------------------------------------------------------
As an annual % of average daily net assets
Equity Index Portfolio 0.25 0.05 0.30
Diversified Research Portfolio/1/ 0.90 0.05 0.95
International Large-Cap Portfolio/1/ 1.05 0.15 1.20
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
/1/ Expenses are estimated. There were no actual advisory fees or expenses for
these portfolios in 1998 because the portfolios started on January 1, 2000.
Information for investors is amended The following section is added:
Brokerage enhancement plan The fund has adopted a brokerage enhancement plan, under which the fund,
through its Distributor, Pacific Mutual Distributors, Inc., can ask Pacific
Life and each of the fund's portfolio managers to allocate brokerage
transactions to particular brokers or dealers to help promote the distribution
of the fund's shares. In return for brokerage transactions, certain brokers and
dealers may give the fund brokerage credits or other benefits or services. The
fund, through the Distributor, could use these credits with broker-dealers to
help obtain certain distribution-related activities or services. These credits
generally will not take the form of a cash payment or a rebate to the fund, but
rather as a "credit" towards another service or benefit provided by a broker or
dealer such as, (but not limited to), the ability to promote the fund at a
conference or meeting sponsored by the broker-dealer.
The plan is not expected to increase brokerage costs to a portfolio. The
granting of brokerage credits may be a factor considered by a portfolio manager
or the adviser in allocating brokerage. In addition, a portfolio manager or the
adviser is always free to consider the sale of fund shares or variable contracts
in allocating brokerage.
</TABLE>
12
<PAGE>
Supplement dated December 15, 1999 to the
Statement of Additional Information for Pacific Select Fund dated May 1, 1999
The second sentence of the first paragraph of the cover page of the Statement
of Additional Information is amended by adding the Diversified Research and the
International Large-Cap Portfolios.
Throughout the Statement of Additional Information, any reference to the Growth
Portfolio is amended to refer to the Small-Cap Equity Portfolio, and any
reference to the International Portfolio is amended to refer to the
International Value Portfolio.
Under subsection Small-Cap Equity Portfolio (formerly the Growth Portfolio) the
first sentence is revised to read as follows:
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts.
Under ADDITIONAL INVESTMENT POLICIES OF THE PORTFOLIOS, the following changes
are made:
Any reference to a condition that the aggregate market value of the securities
loaned by a portfolio may not at any time exceed 25% of the total assets of the
portfolio is changed to allow portfolios to lend up to 33 1/3% of the aggregate
market value of their securities.
The following subsections are added:
Diversified Research Portfolio
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies
In addition to the risk factors described in the Prospectus, the Portfolio
may be affected by the following additional risk factors. The Portfolio
uses a growth oriented approach to stock selection. The price of growth
stocks may be more sensitive to changes in current or expected earnings
than the prices of other stocks. The price of growth stocks also is subject
to the risk that the stock price of one or more companies will fall or will
fail to appreciate as anticipated by the portfolio manager, regardless of
performance of the securities markets.
International Large-Cap Portfolio
This Portfolio is not available for:
. Pacific Corinthian variable annuity contracts
. Pacific Select variable life insurance policies
In addition to its investments in securities of non-U.S. issuers, the
Portfolio may invest in high quality debt securities rated, at the time of
purchase, within the top three quality categories by Moody's or S&P (or
unrated securities of equivalent quality), repurchase agreements, and
short-term debt obligations denominated in U.S. dollars or foreign
currencies.
In addition to the risk factors described in the Prospectus, the
Portfolio's investments in currency derivatives can significantly increase
its exposure to market risk or credit risk of the counterparty. Derivatives
also involve the risk of mispricing or improper valuation and the risk that
changes in value of the derivatives may not correlate perfectly with the
relevant assets, rates and indices.
1
<PAGE>
Under SECURITIES AND INVESTMENT TECHNIQUES, the following changes are made:
The second sentence in the first paragraph in the subsection Real Estate
Investment Trusts is amended by adding the names of the Diversified Research
and the International Large-Cap Portfolios.
The first sentence in the subsection Corporate Debt Securities is amended by
adding the Diversified Research and International Large-Cap Portfolios.
The first sentence in the subsection Variable and Floating Rate Securities is
amended by adding "except for the Diversified Research and International Large-
Cap Portfolios," after "All Portfolios."
The first paragraph in the subsection Reverse Repurchase Agreements and Other
Borrowings is replaced with:
Among the forms of borrowing in which the High Yield Bond, Managed Bond,
Government Securities, Aggressive Equity, Growth LT, Mid-Cap Value, Bond
and Income, Equity Index, Emerging Markets, Diversified Research and
International Large-Cap Portfolios may engage and enter into are reverse
repurchase agreements, which involve the sale of a debt security held by
the Portfolio, with an agreement by that Portfolio to repurchase the
security at a stated price, date and interest payment.
The text in part (iv) of the first sentence in subsection Loans of Portfolio
Securities is replaced with:
the aggregate market value of securities loaned will not at any time exceed
33 1/3% of the total assets of the Portfolio.
The subsection Foreign Securities is amended by adding the following after the
tenth sentence:
The Diversified Research Portfolio may invest in foreign issuers whose
principal markets are in the U.S., which include American Depository
Receipts and foreign securities registered in the U.S., and up to 10% of
its total assets in companies domiciled outside the U.S. and not included
in the S&P 500. The International Large-Cap Portfolio normally invests at
least 80% of its net assets in companies located outside the U.S.
The following paragraph is added at the end of this subsection:
Furthermore, there are greater risks involved in investing in emerging
markets countries and/or their securities markets, such as less diverse and
less mature economic structures, less stable political systems, more
restrictive foreign investment policies, smaller-sized securities markets
and low trading volumes. Such risks can make investments illiquid and more
volatile than investments in developed countries and such securities may be
subject to abrupt and severe price declines. The Year 2000 problem also may
be especially acute in emerging market countries, which may adversely
affect the value of the Portfolio's investments. Moreover, securities
issued by European issuers may be adversely impacted by the use of the
"Euro" as a common currency in 11 European Monetary Union member states.
The Euro may result in various legal and accounting differences, tax
treatments, the creation and implementation of suitable clearing and
settlement systems and other operational problems, that may cause market
disruptions that could adversely affect investments quoted in the Euro.
Under subsection Foreign Currency Transactions and Forward Foreign Currency
Contracts the following changes are made:
The first sentence and the last paragraph in the subsection are amended by
adding "Diversified Research and International Large-Cap" after "Emerging
Markets."
The third sentence in the first paragraph is replaced with:
However, the Portfolios have authority to deal in forward foreign exchange
transactions to hedge and manage currency exposure against possible
fluctuations in foreign exchange rates.
2
<PAGE>
The first sentence in the second paragraph is replaced with:
A Portfolio's dealings in forward foreign exchange transactions may include
hedging involving either specific transactions or portfolio positions. A
Portfolio may purchase and sell forward foreign currency contracts in
combination with other transactions in order to gain exposure to an
investment in lieu of actually purchasing such investment.
The sixth and seventh sentences in the third paragraph are replaced with:
In no event will a Portfolio enter into forward contracts or maintain a net
exposure to such contracts, where the consummation of the contracts would
obligate the Portfolio to deliver an amount of foreign currency in excess
of the value of that Portfolio's holdings denominated in or exposed to that
foreign currency (or a proxy currency considered to move in correlation
with that currency), or exposed to a particular securities market, or
futures contracts, options or other derivatives on such holdings. In
addition, in no event will a Portfolio enter into forward contracts under
this second circumstance, if, as a result, the Portfolio will have more
than 25% of the value of its total assets committed to the consummation of
such contracts.
The first two sentences in the seventh paragraph are replaced with:
A Portfolio is not required to enter into such transactions with regard to
their foreign currency denominated securities and will not do so unless
deemed appropriate by its Portfolio Manager.
The first and second sentences in the subsection Options are amended by adding
the Diversified Research and International Large-Cap Portfolios. Similarly, the
first sentence under the subheading Purchasing and Writing Options on
Securities, and the first and second sentences under the subheading Purchasing
and Writing Options on Stock Indexes are amended by adding the Diversified
Research and International Large-Cap Portfolios.
The first sentence in the subsection Options on Foreign Currencies is amended
by adding the Diversified Research and International Large-Cap Portfolios.
The first sentence in the subsection Foreign Currency Futures and Options
Thereon is amended by adding the Diversified Research and International Large-
Cap Portfolios.
The first sentence is the subsection Warrants and Rights is amended by adding
the Diversified Research and International Large-Cap Portfolios.
Under INVESTMENT RESTRICTIONS, the following changes are made:
Under the subsection Fundamental Investment Restrictions:
Restriction (vi)(c) is replaced with:
lend its portfolio securities to the extent permitted under applicable law.
Restrictions (viii), (ix) and (x) of the Fundamental Investment Restrictions,
and the paragraph preceding Restriction (viii) are deleted.
Under the subsection Nonfundamental Investment Restrictions:
Restriction (iii) is amended by adding at the end:
except for the Diversified Research and International Large-Cap Portfolios.
Restriction (iv) is replaced with:
(iv) except the Growth LT and Mid-Cap Value Portfolios, 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;
3
<PAGE>
Restriction (v) is replaced with:
(v) except the Growth LT and Mid-Cap Value Portfolios, 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.
Restriction (vii) is replaced with:
(vii) purchase or sell commodities or commodities contracts, except that
subject to restrictions described in the Prospectus and in the SAI, (a)
each Portfolio other than the Money Market and Small-Cap Equity Portfolios
may engage in futures contracts and options on futures contracts; and (b)
all Portfolios may enter into foreign forward currency contracts.
Under ORGANIZATION AND MANAGEMENT OF THE FUND, the following changes are made:
Under subsection "Investment Adviser":
The sixth paragraph is amended by adding the following before the last
sentence:
An Addendum to the Advisory Contract for the Diversified Research and
International Large-Cap Portfolios was approved by the Board of Trustees,
including a majority of the Trustees who are not parties to the Advisory
Contract or interested persons of such parties, at a meeting held on August
27, 1999, and by the sole shareholder of those Portfolios on [ ].
In addition, the seventh sentence in the seventh paragraph is replaced with:
For the Equity Index Portfolio, the Fund pays .25% of the average daily net
assets of the Portfolio. For the Diversified Research Portfolio, the Fund
pays .90% of the average daily net assets of the Portfolio. For the
International Large-Cap Portfolio, the Fund pays 1.05% of the average daily
net assets of the Portfolio.
Under subsection Portfolio Management Agreements, the following changes are
made:
The fourth paragraph is amended by adding "the Diversified Research Portfolio
and the International Large-Cap Portfolio" after "Small-Cap Equity Portfolio
(formerly the Growth Portfolio)" in the first and second sentences.
After the Small-Cap Equity (formerly the Growth Portfolio) schedule, the
following is added:
Diversified Research Portfolio
<TABLE>
<CAPTION>
Rate (%) Break-Point (assets)
-------- -------------------
<S> <C>
.50% On first $150 million
.45% On next $150 million
.35% On next $200 million
.30% Over $500 million
.275% On next $1 billion
.25% On excess
International Large-Cap Portfolio
<CAPTION>
Rate (%) Break-Point (assets)
-------- -------------------
<S> <C>
.65% On first $150 million
.55% On next $150 million
.45% On next $200 million
.40% Over $500 million
.375% On next $1 billion
.35% On excess
</TABLE>
4
<PAGE>
The paragraph following the Aggressive Equity Portfolio schedule for Alliance
Capital is replaced with:
Alliance Capital is a leading global investment advisor supervising client
accounts with assets as of June 30, 1999 totaling $321 billion. Alliance
Capital Management Corporation (ACMC) is the general partner of Alliance
Capital and conducts no other active business. As of June 30, 1999, The
Equitable Life Assurance Society of the United States ("Equitable"), ACMC
and Equitable Capital Management Corporation ("ECMC") were the beneficial
owners of approximately 56.45% of the outstanding units of Alliance
Capital. Alliance Capital Management Corporation and ECMC are wholly owned
subsidiaries of Equitable. Equitable, a New York life insurance company,
had total assets as of March 31, 1999 of approximately U.S. $91.0 billion.
Equitable is a wholly owned subsidiary of AXA Financial, Inc. ("AXA
Financial"), whose shares are publicly traded on the New York Stock
Exchange. As of June 30, 1999, AXA, a French insurance holding company,
owned approximately 58.2% of the issued and outstanding shares of the
common stock of AXA Financial.
The paragraph immediately above the Equity Index and Small-Cap Index Portfolios
schedule, along with the schedule itself, are replaced with:
Pursuant to a Portfolio Management Agreement between the Fund, the Adviser
and Fund Asset Management L.P., doing business as Mercury Asset Management
US ("Mercury"), a subsidiary of Merrill Lynch & Company, Inc., World
Financial Center, 225 Liberty Street, New York, NY 10080, which became
effective January 1, 2000, Mercury is the Portfolio Manager and provides
investment advisory services to the Equity Index and Small-Cap Index
Portfolios. For these services, Pacific Life pays to Mercury a monthly fee
based on an annual percentage of the combined average daily net assets of
the Equity Index and Small-Cap Index Portfolios, according to the following
schedule:
Equity Index and Small-Cap Index Portfolios
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- -------------------
<S> <C>
.08% On first $100 million
.04% On next $100 million
.02% On excess
</TABLE>
From January 30, 1991 in the case of the Equity Index Portfolio and January
1, 1999 in the case of the Small-Cap Index Portfolio through December 31,
1999, pursuant to a Portfolio Management Agreement between the Fund, the
Adviser and Bankers Trust Company ("BTCo"), a wholly-owned-subsidiary of
Bankers Trust Corporation, and an indirect subsidiary of Deutsche Bank,
A.G, 130 Liberty Street, New York, New York 10006, BTCo was the Portfolio
Manager and provided investment advisory services to the Equity Index and
Small-Cap Index Portfolios. For the services provided in 1998 and 1999,
Pacific Life paid to BTCo, at the beginning of each calendar quarter, a fee
based on 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 fee of $100,000:
Equity Index and Small-Cap Index Portfolios
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- -------------------
<S> <C>
.08% On first $100 million
.04% On next $100 million
.02% On excess
</TABLE>
The paragraph immediately above the Emerging Markets schedule, and the schedule
itself, are replaced with:
Pursuant to a Portfolio Management Agreement between the Fund, the Adviser
and Alliance Capital Management L.P. ("Alliance Capital") as described
above, which became effective January 1, 2000, Alliance Capital is the
Portfolio Manager and provides investment advisory services to the Emerging
5
<PAGE>
Markets Portfolio. For these services, Pacific Life pays to Alliance
Capital a monthly fee based on the average daily net assets of the Emerging
Markets Portfolio at an annual rate, according to the following schedule:
Emerging Markets Portfolio
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- --------------------
<S> <C>
.85% On first $50 million
.75% On next $50 million
.70% On next $50 million
.65% On next $50 million
.60% On excess
</TABLE>
From April 1, 1996 to December 31, 1999, pursuant to a Portfolio Management
Agreement between the Fund, the Adviser and Blairlogie Capital Management
("Blairlogie"), 4th Floor, 125 Princes Street, Edinburgh EH2 4AD, Scotland,
Blairlogie served as the Portfolio Manager and provided investment advisory
services to the Emerging Markets Portfolio. For the services provided in
1998 and 1999, Pacific Life paid a fee to Blairlogie based on an annual
percentage of the Emerging Market Portfolio's average daily net assets
according to the following schedule:
Emerging Markets Portfolio
<TABLE>
<CAPTION>
Rate
(%) Break-Point (assets)
---- --------------------
<S> <C>
.85% On first $50 million
.75% On next $50 million
.70% On next $50 million
.65% On next $50 million
.60% On excess
</TABLE>
Under subsection Purchases and Redemptions, after the first paragraph, the
following is added as the second paragraph:
Currently, each Portfolio offers shares of a single class. However, the
Fund is authorized to offer up to four additional classes of shares for
each Portfolio. These classes may be offered in the future to investors in
connection with individual retirement accounts, and certain other types of
qualified plans.
In addition, the fourth sentence in the first paragraph is replaced with:
Shares of the Small-Cap Equity Portfolio (formerly the Growth Portfolio)
are available to variable annuity contracts and variable life insurance
policies issued by Pacific Life Insurance Company and Pacific Life &
Annuity Company.
Also, the fifth and sixth sentences in the first paragraph are amended by
adding the Diversified Research and International Large-Cap Portfolios.
Under subsection Distribution of the Fund Shares the third paragraph is amended
by adding the following after the second sentence:
As of December 15, 1999, Pacific Life beneficially owned 100% of the
outstanding shares of the Diversified Research and International Large-Cap
Portfolios.
Under OTHER INFORMATION, the following is added:
The following is added after subsection Concentration Policy and before
subsection Capitalization:
6
<PAGE>
Brokerage Enhancement Plan
The Fund has adopted a Brokerage Enhancement Plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act, under which the Fund may enter into
agreements or arrangements with brokers or dealers, pursuant to which
brokerage transactions can be directed on behalf of a Portfolio to the
participating broker-dealer to execute the transaction in return for
credits or other types of benefits to be awarded to the Portfolio. These
credits generally will not take the form of a cash payment or a rebate to
the Fund, but rather as a "credit" towards another service or benefit
provided by the broker-dealer.
The directed-brokerage and other credits or benefits earned by each
Portfolio can be used in a number of ways to promote the distribution of
the Fund's shares. These ways include placing securities trades with a
broker-dealer that: (i) permits PMD to participate in or sponsor seminars,
sales meetings, conferences, and other events held by the broker-dealer;
(ii) is conducting due diligence on the Fund or the variable contracts (to
help that broker-dealer defray the expenses of its due diligence); (iii) is
disseminating sales literature about the Fund or the variable contracts (to
help defray its related expenses); or (iv) is placing the Fund or the
variable contracts on a list of eligible funds or variable contracts that
may be offered by that broker-dealer's registered representatives (to help
compensate it for the associated expenses).
PMD can indirectly benefit from the Plan in that securities brokerage
allocated to a broker-dealer may help defray, in whole or in part,
distribution expenses that otherwise would be borne by PMD or an affiliate.
The Plan also permits credits generated by securities transactions from one
Portfolio to inure to the benefits of that Portfolio, of any other
Portfolio, or to the Fund as a whole.
The Plan provides that it is subject to annual renewal by the Board,
including those Trustees of the Fund who are not "interested persons" of
the Fund (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related
to it (the "Rule 12b-1 Trustees"), and that PMD provide the Trustees with a
written report of securities transactions directed under the Plan,
currently on a quarterly basis. The Plan also provides that it may be
terminated at any time by the vote of a majority of the Rule 12b-1
Trustees, and that all material Plan amendments must be approved by a vote
of the Rule 12b-1 Trustees.
The fourth paragraph under the subsection Capitalization is amended by adding
the following before the last sentence:
Expenses incurred in connection with the Fund's organization and establishment
of the Diversified Research and International Large-Cap Portfolios in 1999 and
the public offering of the shares of those Portfolios, aggregated approximately
[ ] per Portfolio.
7
<PAGE>
PACIFIC SELECT FUND
Part C: OTHER INFORMATION
Item 23. Exhibits
--------
(a)(1) Agreement and Declaration of Trust/3/
(a)(2) Establishment and Designation of Shares of
Beneficial Interest in the Equity Index Series/1/
(a)(3) Amendment to Agreement and Declaration of Trust/7/
(b) By-Laws of Registrant/1/
(c) Instruments Defining Rights of Holders of
Securities/1/
(d)(1) Investment Advisory Agreement/1/
(d)(2) Portfolio Management Agreement - Capital Guardian
Trust Company/1/
(d)(3) Portfolio Management Agreement - Bankers Trust
Company/1/
(d)(4) Portfolio Management Agreement - J.P. Morgan
Investment Management Inc./1/
(d)(5) Portfolio Management Agreement - Janus Capital
Corporation/1/
(d)(6) Portfolio Management Agreement - Morgan Stanley
Asset Management Inc./5/
(d)(7) Portfolio Management Agreement - Alliance Capital
Management L.P./6/
(d)(8) Portfolio Management Agreement - Goldman Sachs
Asset Management/6/
II-1
<PAGE>
(d)(9) Portfolio Management Agreement - Pacific
Investment Management Company/1/
(d)(10) Portfolio Management Agreement - Blairlogie
Capital Management/1/
(d)(11) Addendum to Portfolio Management Agreement -
Janus Capital Corporation/4/
(d)(12) Addendum to Portfolio Management Agreement -
J.P. Morgan Investment Management Inc./4/
(d)(13) Addendum to Portfolio Management Agreement -
Pacific Investment Management Company/4/
(d)(14) Addendum to Portfolio Management Agreement -
Blairlogie Capital Management/4/
(d)(15) Addendum to Advisory Agreement/7/
(d)(16) Portfolio Management Agreement - Salomon Brothers
Asset Management Inc./7/
(d)(17) Portfolio Management Agreement - Lazard Asset
Management/7/
(d)(18) Addendum to Portfolio Management Agreement -
Morgan Stanley Asset Management Inc./7/
(d)(19) Addendum to Portfolio Management Agreement -
Bankers Trust Company/7/
(d)(20) Form of Addendum to Advisory Agreement
(d)(21) Form of Portfolio Management Agreement for
Diversified Research and International Large-Cap
Portfolios
(d)(22) Form of Portfolio Management Agreement - Mercury
Asset Management US
(d)(23) Form of Addendum to Portfolio Management
Agreement -Alliance Capital Management L.P.
(e)(1) Distribution Agreement/1/
(e)(2) Addendum to Distribution Agreement/7/
(e)(3) Form of Distribution Agreement
(f) Not Applicable
(g)(1) Custodian Agreement/1/
(g)(2) Custodian Agreement Fee Schedule/4/
(g)(3) Addendum to Custodian Agreement/7/
(g)(4) Form of Addendum to Custody Agreement
(h)(1) Agency Agreement/1/
(h)(2) Participation Agreement/1/
(h)(3) Agreement for Support Services/2/
(h)(4) Addendum to Agency Agreement/7/
(h)(5) Addendum to Participation Agreement/7/
(h)(6) Exhibit to Participation Agreement/8/
(h)(7) Form of Addendum to Agency Agreement
(i) Opinion and Consent of Counsel/1/
(j) Independent Auditor's Consent
(k) Not Applicable
(l) Not Applicable
(m) Form of Brokerage Enhancement Plan
(n) Not Applicable
(o) Not Applicable
- ------------
/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 N1A/A, Accession No. 0000898430-96-
000919 filed on March 22, 1996 and incorporated by reference herein.
/4/ Included in Registrant's Form Type N1A/B, Accession No. 0001017062-97-
000728 filed on April 25, 1997 and incorporated by reference herein.
/5/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-97-
001012 filed on May 16, 1997 and incorporated by reference herein.
/6/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-98-
000424 filed on March 2, 1998 and incorporated by reference herein.
/7/ Included in Registrant's Form Type N1A/A, Accession No. 0001017062-98-
001954 filed on September 4, 1998 and incorporated by reference herein.
/8/ Included in Registrant's Form Type N1A/B, Accession No. 001017062-99-000626
filed on April 9, 1999 and incorporated by reference herein.
Item 24. Persons Controlled by or Under Common Control with the Fund
-----------------------------------------------------------
Pacific Life Insurance Company ("Pacific Life"), 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 COLI II, Pacific COLI III,
Pacific Select, and Pacific Corinthian Variable Account Separate Accounts
("Separate Accounts"), owns of record 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 25. 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 26. Business and Other Connections of the 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, Pacific Mutual Distributors,
Inc., and Management Board member of PIMCO
Advisors L.P.
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; Mellon West Coast Advisory
Board; Northwestern Restaurants, Inc.; Dole
Food Company; Mullin Consulting Inc.; Broco,
Inc.; Mrs. Field's Original Cookies, Inc.;
and Rainier Bells, Inc.; Former Director of
First Business Bank
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; and BankAmerica
Corporation; Former Director of Bank of
America NT&SA
</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; Director,
Chairman and former Editor-in-Chief of La
Opinion; Director of: The Walt Disney Company;
Southern California Gas Company; Sempra
Energy; and San Diego Gas and Electric Company;
Former Director of Pacific Enterprises
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, Director
and former Chief Executive Officer of Avery
Dennison Corporation; Director of: Nationwide
Health Properties, Inc. and Edison International;
Advisory Board Member of Korn/Ferry
International and Mellon Bank; Trustee of
Occidental College and Johns Hopkins
University; 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, and former
Director of 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; Irvine Apartment
Communities; and former Director of the Tejon Ranch
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: PL&A (formerly 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; Pacific Mutual Distributors,
Inc.; and Management Board member of PIMCO
Advisors L.P.
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; SBC Communications; Age Wave;
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
PL&A (formerly PM Group Life Insurance Company),
July 1998 to present; Director of PL&A
(formerly 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; Director of
PL&A (formerly PM Group Life Insurance Company)
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 to several affiliated companies
of Pacific Life Insurance Company, 1990 to
present
Pacific Life Brian D. Klemens Vice President and Treasurer of Pacific Life
Insurance Company, December 1998 to Present; and
Assistant Vice President and Assistant Controller
of Pacific Life Insurance Company, April 1994 to
December 1998; Treasurer to several affiliated
companies of Pacific Life Insurance Company
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Pacific Investment Investment Adviser
Management
Company
("PIMCO")
PIMCO Augustine Ariza, Jr. Vice President
PIMCO Michael R. Asay Senior Vice President
PIMCO George C. Allan Senior Vice President
PIMCO Tamara J. Arnold, CFA Senior Vice President
PIMCO Brian P. Baker Vice President
PIMCO Leslie A. Barbi Executive Vice President
PIMCO Stephen B. Beaumont Vice President
PIMCO William R. Benz, CFA Managing Director
PIMCO Gregory A. Bishop Vice President
PIMCO Andrew Brick Senior Vice President
PIMCO John B. Brynjolfsson Senior Vice President
PIMCO Robert W. Burns Managing Director
PIMCO Sabrina C. Callin Vice President
PIMCO Marica K. Clark Vice President
PIMCO Carl J. Cohen Vice President
PIMCO Jerry L. Coleman Vice President
PIMCO Cyrille Conseil Vice President
PIMCO Douglas Cummings Vice President
PIMCO Wendy W. Cupps Senior Vice President
PIMCO Chris P. Dialynas Managing Director
PIMCO David J. Dorff Vice President
PIMCO Michael G. Dow Senior Vice President
PIMCO Anita Dunn Vice President
PIMCO Sandra Durn Vice President
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ---------------------- ----------------------- --------------------------------------------
<S> <C> <C>
PIMCO A. Benjamin Ehlert, CFA, Executive Vice President
CIC
PIMCO Robert A. Ettl Executive Vice President
PIMCO Stephanie D. Evans Vice President
PIMCO Anthony K. Faillace Vice President
PIMCO Robert M. Fitzgerald Chief Financial Officer, Treasurer
PIMCO Teri Frisch Vice President
PIMCO Steve A. Foulke Vice President
PIMCO Yuri P. Garbuzov Vice President
PIMCO William H. Gross, CFA Managing Director
PIMCO John L. Hague Managing Director
PIMCO Gordon C. Hally, CIC Executive Vice President
PIMCO Pasi M. Hamalainen Executive Vice President
PIMCO John P. Hardaway Senior Vice President
PIMCO Brent R. Harris, CFA Managing Director
PIMCO Joseph Hattesohl Vice President
PIMCO Raymond C. Hayes Vice President
PIMCO Robert G. Herin Vice President
PIMCO David C. Hinman Senior 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., Senior Vice President
CFA, CIC
PIMCO Jane T. Howe, CFA Vice President
PIMCO Mark T. Hudoff Senior Vice President
PIMCO Margaret E. Isberg Managing Director
PIMCO Thomas J. Kelleher Vice President
PIMCO James M. Keller Senior Vice President
PIMCO Raymond G. Kennedy, CFA Senior Vice President
PIMCO Mark R. Kiesel Vice President
PIMCO Sharon K. Kilmer Executive Vice President
PIMCO Steven Kirkbaumer Vice President
PIMCO John S. Loftus, CFA Executive Vice President
PIMCO David Lown Vice President
PIMCO Laura M. Lyon Vice President
PIMCO Joseph McDevitt Executive Vice President
PIMCO Andre J. Mallegol Vice President
PIMCO Scott W. Martin Vice President
PIMCO Michael E. Martini Vice President
PIMCO Scott A. Mather Senior Vice President
PIMCO Benjamin L. Mayer Vice President
PIMCO Dean S. Meiling, CFA Managing Director
PIMCO Jonathan D. Moll Vice President
PIMCO Mark E. Metsch Vice President
PIMCO Marie Molloy Vice President
PIMCO Kristen M. Monson Vice President
PIMCO James F. Muzzy, CFA Managing Director
PIMCO Doris Nakamura Vice President
PIMCO Mark D. Nellemann Vice President
PIMCO Vinh T. Nguyen Controller
PIMCO Douglas J. Ongaro Vice President
PIMCO Thomas J. Otterbein, CFA Senior Vice President
PIMCO Kumar N. Palghat Vice President
PIMCO Victoria M. Paradis Vice President
PIMCO Keith Perez Vice President
PIMCO Mohan V. Phansalkar Senior Vice President, Senior
Legal Counsel
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 Terry A. Randall Vice President
PIMCO Mark Romano Vice President
PIMCO Scott L. Roney, CFA Senior Vice President
PIMCO Michael J. Rosborough Senior Vice President
PIMCO Cathy T. Rowe Vice President
PIMCO Seth R. Ruthen Vice President
PIMCO Jeffrey M. Sargent Vice President
PIMCO Ernest L. Schmider Executive Vice President, Secretary,
Chief Administrative and Legal Officer
PIMCO Leland T. Scholey, CFA Senior Vice President
PIMCO Stephen O. Schulist Vice President
PIMCO Iwona E. Scibisz Vice President
PIMCO Richard Selby Senior Vice President
PIMCO Denise C. Seliga Vice President
PIMCO Rita J. Seymour Vice President
PIMCO Christopher Sullivan, CFA Vice President
PIMCO Cheryl L. Sylwester Vice President
PIMCO Kyle J. Theodore Vice President
PIMCO Lee Thomas Managing Director
PIMCO William S. Thompson, Chief Executive Officer and Managing
Jr. Director
PIMCO Ronaele K. Trinidad Vice President
PIMCO Benjamin L. Trosky, CFA Managing Director
PIMCO Richard E. Tyson Vice President
PIMCO Peter A. Van de Zilver Vice President
PIMCO Koichi Watanabe Vice President
PIMCO Marilyn Wegener Vice President
PIMCO Richard M. Weil Assistant Secretary
PIMCO Paul C. Westhead Vice President
PIMCO George H. Wood, CFA Executive Vice President
PIMCO Michael A. Yetter Senior Vice President
PIMCO David Young Vice President
PIMCO Changhong Zhu Vice President
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Capital Guardian Trust Investment Adviser
Company
Capital Guardian Trust Donnalisa Barnum Senior Vice President, Capital
Company Guardian Trust Company; Vice
President, Capital International
Limited
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; Treasurer,
Capital Guardian Research Company
Capital Guardian Trust Elizabeth A. Burns Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Larry P. Clemmensen Director of Capital Guardian Trust
Company Company, American Funds Distributors,
Inc.; Chairman of the Board, American
Funds Service Company; Director and
President, The Capital Group Companies,
Inc.; Senior Vice President and Director,
Capital Research and Management Company;
President and Director, Capital Management
Services, Inc.; Treasurer, Capital
Strategy Research, Inc.; Senior Vice
President, Capital Income Builder, Inc.
and Capital World Growth & Income Fund, Inc.
Capital Guardian Trust Roberta A. Conroy Senior Vice President, Director and Counsel,
Company Capital Guardian Trust Company; Senior Vice
President and Secretary, Capital
International, Inc. and Emerging Markets
Growth Fund, Inc.; Assistant General Counsel,
The Capital Group Companies, Inc.; Secretary,
Capital Management Services, Inc.
Capital Guardian Trust John B. Emerson Senior Vice President, Capital Guardian
Company Trust Company; Deputy Assistant to the
President for Intergovernmental Affairs,
Deputy Director of Presidential Personnel,
The White House
Capital Guardian Trust Michael R. Ericksen Senior Vice President, Capital Guardian
Company Trust Company; Senior Vice President,
Capital International, Limited
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- ----------------------------------------------
<S> <C> <C>
Capital Guardian Trust David I. Fisher Chairman and Director of The Capital Group
Company Companies, Inc. and Capital Guardian Trust
Company; Vice Chairman and Director, Capital
International Inc., Capital International
K.K., Capital International Limited and
Emerging Markets Growth Fund, Inc.; President
and Director, Capital Group International,
Inc. and Capital International Limited
(Bermuda); Presidente du Conseil, Capital
International S.A.; Director, Capital Group
Research, Inc., Capital Research
International, New Perspective Fund, Inc. and
EuroPacific Growth Fund, Inc.
Capital Guardian Trust William Flumenbaum Senior Vice President, Capital Guardian Trust
Company Company, Personal Investment Management
Division; Vice President, Capital Guardian
Trust Company, a Nevada Corporation;
Director, Principal Gifts-UCLA Development;
Executive Director, UCLA Jonsson Cancer Center
Foundation; Deputy Director UCLA Health
Science Development
Capital Guardian Trust Richard N. Havas Senior Vice President, Capital Guardian
Company Trust Company, Capital International Limited,
Capital Research International, and Capital
Guardian Canada, Inc.
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 Capital Guardian Trust
Company of Nevada and Capital
Strategy Research, Inc.
Capital Guardian Trust Robert G. Kirby Chairman Emeritus, Capital Guardian Trust
Company; Senior Partner, The Capital Group
Partners L.P.
Capital Guardian Trust Nancy J. Kyle Senior Vice President and Director,
Company Capital Guardian Trust Company; President,
Capital Guardian Canada, Inc. and Vice
President, Emerging Markets Growth Fund, Inc.
Capital Guardian Trust Karin L. Larson Director, Capital Guardian Trust
Company Company and The Capital Group Companies, Inc.;
President, Director, and Director of Research,
Capital Guardian Research Company;
Chairperson, President and Director, Capital
Group Research, Inc.; President, Director and
Director of International Research, Capital
Research International
Capital Guardian Trust D. James Martin Director, Capital Guardian Trust
Company Company; Senior Vice President and
Director, Capital Guardian Research
Company
</TABLE>
II-11
<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; Director, Capital
Guardian Trust Company of Nevada
Capital Guardian Trust Mary M. O'Hern Senior Vice President, Capital
Company Guardian Trust Company and Capital
International Limited; Vice President,
Capital International, Inc.
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 and Director, Capital Guardian
Company Trust Company; Chairman and Director,
Capital Guardian Canada, Inc., Capital
Research International and Capital Guardian
Research Company; Senior Vice President,
Capital International Limited; Directeur,
Capital International S.A.; Director,
Capital Group International, Inc., The
Capital Group Companies, Inc. and Capital
International Fund S.A.
Capital Guardian Trust Theodore R. Samuels Senior Vice President and Director,
Company Capital Guardian Trust Company;
Director, Capital Guardian Research
Company
Capital Guardian Trust Lionel A. Sauvage Senior Vice President, Capital Guardian
Company Trust Company; Director, Capital Guardian
Research Company; Vice President,
Capital International Research, Inc.
Capital Guardian Trust John H. Seiter Executive Vice President of Client Relations
Company and Marketing; Director, Capital Guardian
Trust Company; Senior Vice President, Capital
Group International, Inc.; Vice President,
The Capital Group Companies, Inc.
Capital Guardian Trust Robert L. Spare Senior Vice President, Capital Guardian
Company Trust Company
</TABLE>
II-12
<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 Bente L. Strong Senior Vice President, Capital Guardian
Company Trust Company Personal Investment Management
Division; Publisher, Capital Publishing's
The American Benefactor Magazine
Capital Guardian Trust Philip A. Swan Senior Vice President, Capital Guardian
Company Trust Company
Capital Guardian Trust Shaw B. Wagener Director, Capital Guardian Trust Company,
Company Capital International Asia Pacific
Management Company, S.A., Capital
International Management Company, Capital
International Emerging Countries Fund and
Capital International Latin American Fund;
President and Director, Capital
International, Inc; Senior Vice President,
Capital Group International, Inc. and
Emerging Markets Growth Fund, Inc.
Capital Guardian Trust Eugene M. Waldron Senior Vice President, Capital Guardian Trust
Company Company; Vice President, Loomis, Sayles &
Company
Capital Guardian Trust N. Dexter Williams Senior Vice President, Capital Guardian
Company Trust Company Personal Investment
Management Division; Senior Vice President,
American Funds Distributors, Inc.
</TABLE>
II-13
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
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
Michael E. Patterson Director; Vice Chairman, Director, J.P.
Morgan & Co. Incorporated and Morgan
Guaranty Trust Company of New York
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 Anthony Della Pietra Secretary and Managing Director, J.P. Morgan
Investment Investment Management Inc.; Managing Director,
Management Inc. Vice President, Morgan Guaranty Trust Company
of New York
</TABLE>
II-14
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- --------------------------------------------
<S> <C> <C>
Janus Capital Investment Adviser
Corporation
Janus Capital Thomas H. Bailey President, Director, Chairman of the
Corporation Board and Chief Executive Officer
Janus Capital James P. Craig, III Director, Vice Chairman and Chief Investment
Corporation Officer
Janus Capital Steven R. Goodbarn Vice President of Finance, Treasurer and CFO
Corporation
Janus Capital Thomas A. Early Vice President, General Counsel and
Corporation Secretary
Janus Capital Michael E. Herman Director
Corporation
Janus Capital Thomas A. McDonnell Director
Corporation
Janus Capital Landon H. Rowland Director
Corporation
Janus Capital Michael Stolper Director
Corporation
Janus Capital Mark B. Whiston Vice President and Chief Marketing
Corporation Officer
Janus Capital Marjorie G. Hurd Vice President and Chief Operations Officer
Corporation
Janus Capital Steven R. Goodbarn Treasurer and Chief Financial
Corporation Officer, 1992 to present, Vice
President of Finance, June 1995
to present
</TABLE>
II-15
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ----------------------- ---------------------- ------------------------------
<S> <C> <C>
Morgan Stanley Asset Investment Adviser
Management Inc.
Morgan Stanley Asset Barton M. Biggs Director, Chairman and
Management Inc. Managing Director
Morgan Stanley Asset Peter Dominic Managing Director and Member
Management Inc. Caldecott of Executive Committee
Morgan Stanley Asset Dennis G. Sherva Director and Managing Director
Management Inc.
Morgan Stanley Asset Marna C. Whittington Chief Operating Officer,
Management Inc. Managing Director, and Member
of Executive Committee
Morgan Stanley Asset Donald P. Ryan Principal and Compliance Officer
Management Inc.
Morgan Stanley Asset Harold J. Schaaff, Jr. Principal, General Counsel
Management Inc. and Secretary
Morgan Stanley Asset Alexander C. Frank Treasurer
Management Inc.
Morgan Stanley Asset Richard B. Worley President, Director, Portfolio
Management Inc. Manager and Member of Executive
Committee
Morgan Stanley Asset Thomas L. Bennett Member of Executive Committee
Management Inc. and Portfolio Manager
Morgan Stanley Asset Frank P.L. Minard Managing Director and Member
Management Inc. of Executive Committee
Morgan Stanley Asset Alan E. Goldberg Member of Executive Committee
Management Inc.
</TABLE>
II-16
<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 Corporation
Bankers Trust William R. Howell Director of Bankers Trust Corporation
Bankers Trust Lee A. Ault III Director of Bankers Trust Corporation
Bankers Trust Vernon E. Jordan, Jr. Director of Bankers Trust Corporation
Bankers Trust Hamish Maxwell Director of Bankers Trust Corporation
Bankers Trust N.J. Nicholas, Jr. Director of Bankers Trust Corporation
Bankers Trust Russell E. Palmer Director of Bankers Trust Corporation
Bankers Trust Frank N. Newman Chairman of the Board and Chief Executive
Officer and President of Bankers Trust
Corporation
Bankers Trust Patricia Carry Stewart Director of Bankers Trust Corporation
Bankers Trust Philip A. Griffiths Director of Bankers Trust Corporation
Bankers Trust Donald L. Staheli Director of Bankers Trust Corporation
Bankers Trust Paul A. Volcker Director of Bankers Trust Corporation
Bankers Trust Neil R. Austrian Director of Bankers Trust Corporation
Bankers Trust G. Richard Thoman Director of Bankers Trust Corporation
Bankers Trust Richard H. Daniel Vice Chairman and Chief Financial
Officer of Bankers Trust Corporation
Bankers Trust Eugene A. Ludwig Vice Chairman of Bankers Trust Corporation
Bankers Trust Mark Bieler Executive Vice President of Bankers Trust
Corporation
Bankers Trust Mary Cirillo Executive Vice President of Bankers Trust
Corporation
Bankers Trust Robert A. Ferguson Executive Vice President of Bankers Trust
Corporation
Bankers Trust Duncan P. Hennes Executive Vice President and Treasurer of
Bankers Trust Corporation
Bankers Trust Joseph A. Manganello, Jr. Executive Vice President and Chief Credit
Officer of Bankers Trust Corporation
Bankers Trust I. David Marshall Executive Vice President and Chief
Information Officer of Bankers Trust
Corporation
Bankers Trust Melvin A. Yellin Executive Vice President and General
Counsel of Bankers Trust Corporation
Bankers Trust Yves de Balmann Vice Chairman of Bankers Trust
Corporation
Bankers Trust Mayo A. Shattuck, III Vice Chairman of Bankers Trust
Corporation
Bankers Trust Rodney A. McLauchlan Executive Vice President of Bankers
Trust Corporation
Bankers Trust George J. Vojta Vice Chairman of the Board of Bankers
Trust Corporation
</TABLE>
II-17
<PAGE>
<TABLE>
<CAPTION>
Name of Adviser Name of Individual Business and Other Connections
- ------------------------- ----------------------- ---------------------------------------------
<S> <C> <C>
Goldman Sachs Asset Investment Adviser
Management
Goldman Sachs Asset Jon S. Corzine Co-Chairman, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Robert J. Hurst Managing Director, Goldman, Sachs & Co.
Management
Goldman Sachs Asset Henry M. Paulson, Jr. Chief Executive Officer - Co-Chairman
Management Goldman, Sachs & Co.
Goldman Sachs Asset John A. Thain Co-Chief Operating Officer, Goldman,
Management Sachs & Co.
Goldman Sachs Asset John L. Thornton Co-Chief Operating Officer, Goldman,
Management Sachs & Co.
Goldman Sachs Asset Roy J. Zuckerberg Managing Director, Goldman, Sachs & Co.
Management
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-18
<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 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; Senior Vice
President of AXA (husband of Reba W. Williams)
Alliance Capital Management L.P. Michael Hegarty Director; Vice Chairman and Chief Operating Officer;
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; Director Emeritus of
the Duke University Management Corporation, Chairman of
the Touro National Heritage Trust, a Regent of The
Cathedral of St. John the Divine and a Trustee of Duke
University (Emeritus) and the American Academy in Rome
Alliance Capital Management L.P. Denis Duverne Director; Senior Vice President - International Life,
AXA; Director of various subsidiaries of the AXA Group;
Director of Donaldson Lufkin & Jenrette and The
Equitable Life Assurance Society of the United States
Alliance Capital Management L.P. Herve Hatt Director; Senior Vice President, AXA
Alliance Capital Management L.P. Frank Savage Director; Chairman of Alliance Capital Management
International, a division of Alliance Capital Management
LP; Director of Alliance Capital Finance Group
Incorporated, a subsidiary of the Partnership; 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, S.A.
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
Alliance Capital Management L.P. Kevin C. Dolan Director; Chief Executive Officer, AXA Investment
Managers Paris
Alliance Capital Management L.P. Reba W. Williams Director; Director of Special Projects at Alliance
Capital Management Corporation (wife of Dave H. Williams)
Alliance Capital Management L.P. Peter D. Noris Director; Executive Vice President and Chief Investment
Officer of The Equitable Companies Incorporated
Alliance Capital Management L.P. Robert B. Zoellick Director; President and CEO of the Center for Strategic
and International Studies, an independent non-profit
public policy institute; Director of Janus Intercable,
Said Holdings, the Advisory Council of Enron Corp., and
several non-profit entities, including the Council on
Foreign Relations, the German Marshall Fund, the Eurasia
Foundation, the European Institute, the American Council
on Germany, the National Bureau of Asian Research and the
Overseas Development Council
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
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.; Director of Donaldson,
Lufkin & Jenrette and the Jewish Theological Seminary;
Fellow of the Society of Actuaries, member and Treasurer
of the American Academy of Actuaries
Alliance Capital Management L.P. John D. Carifa Director, President and Chief Operating Officer
Alliance Capital Management L.P. Bruce W. Calvert Director and Chief Executive Officer
Alliance Capital Management L.P. Alfred Harrison Director and Vice Chairman
Alliance Capital Management L.P. David R. Brewer, Jr. Senior Vice President and General Counsel
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. ("SABAM")
SABAM, an indirect, wholly-owned subsidiary of Citigroup, 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 26 of officers and directors of SABAM, 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 SABAM pursuant to the Advisers Act (SEC File No. 801-32046).
II-19
<PAGE>
<TABLE>
<CAPTION>
Adviser and Governing
Board of Directors Name of Individual Business and Other Connections
- ----------------------- -------------------------- ---------------------------------------------------------
<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.; owner of A.J. Technologies
Lazard Gerardo Braggiotti General Member; Managing Director of Lazard SpA; Managing Director of Lazard
Brothers & Co. Ltd.; Former director Centrale, Sec Generale of Centrale of
Mediobanca S.P.A.
Lazard Patrick J. Callahan, Jr. General Member; Director of Berry Metal Co.; Director of Michigan Wheel Corp.;
Director of Rotation Dynamics Corp.; Former Director of Somerset Technologies,
Inc.; Director of BT Capital Corp.
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.; Deputy Chairman of Lazard Brothers & Co., Limited; Director of
Pearson plc; Director of Publicis S.A.; Director of S.A. de la Rue Imperiale
de Lyon; Chairman of Lazard Freres & Co. LLC; General Partner of Lazard Freres
& Cie; Chairman of Lazard Partners L.P.; Member of Investment Advisory Board
of Corporate Advisers, L.P.; Premenent rep. of LFC (Director) of Compagnie De
Credit; Director of Maison Lazard S.A.; General Partner of Maison Lazard &
Cie; Chairman of Maison Lazard Developpement; Gerant (Partner) of Parteger;
Gerant (Partner) of Parteman; General Partner of Partemiel; General Partner of
Partena; Former Director of IFI SpA; Director of IFIL SpA; Director of Fonds
Partenaires - Gestion Investments
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; Member of
the Supervisory Board of Lazard Asset Management (Deutschland) GmbH; Managing
Director of Lazard Asset Management (Deutschland) Gesellschaft; Director of
Lazard Asset Management (CI) Holdings Ltd.
Lazard Richard P. Emerson General Member
Lazard Peter R. Ezersky General Member; Board Member of Cakewalk LLC
Lazard Eli H. Fink General Member; Former Partner & Vice Chairman of Deloitte & Touche LLP
Lazard Jonathan F. Foster General Member
Lazard Robert P. Freeman General Member; President of Lazard Freres Real Estate Investors, LLC; Former
Director of The Fortress Group, Inc.; Director of the ARV Assisted Living,
Inc.; Director of United Dominion Realty Trust
Lazard Albert H. Garner General Member
Lazard James S. Gold General Member; Director of Smart & Final Inc.; Director of The Hain Food
Group
Lazard Jeffrey A. Golman General Member
Lazard Steven J. Golub General Member; Chief Financial Officer of Lazard Freres & Co. LLC; 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 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; Member of the
Supervisory Board of Lazard Asset Management (Deutschland) GmbH; Managing
Director of Lazard Asset Management (Deutschland) Gesallschajt); Member of the
Advisory Board of The Egypt Trust; Board Member of Lazard Asset Management
Egypt
Lazard Thomas R. Haack General Member
Lazard Ira O. Handler General Member
Lazard Yasushi Hatakeyama General Member
Lazard Melvin L. Heineman General Member; Director of Lazard Freres & Co., Ltd; Director of Lazard
Asset Management Pacific Co.; Director & Vice President of Lazard Pension
Management, Inc.
Lazard Scott D. Hoffman General Member
Lazard Robert E. Hougie General Member
Lazard Kenneth M. Jacobs General Member; Director of ARV Assisted Living, Inc.
Lazard James L. Kempner General Member
Lazard Ivan-Jacques Kerno Former Managing Director of J.P. Morgan & Co. Inc. - Paris
Lazard Larry A. Kohn General Member
Lazard Lee O. Kraus General Member
Lazard Sandra A. Lamb General Member
Lazard Michael S. Liss General Member
Lazard William R. Loomis, Jr. General Member; Director of Englehard Corp.; Former Director of Minorco S.A.;
Former Director of Minorco (U.S.A.) Inc.; Director & Chairman of Terra
Industries, Inc.; Director of Ripplewood Holdings LLC
Lazard J. Robert Lovejoy General Member
Lazard Matthew J. Luetig General Member
Lazard Thomas E. Lynch General Member
Lazard Mark T. McMaster General Member
Lazard Anthony E. Meyer General Member; Managing Director of Lazard Freres Real Estate Investors, LLC;
Director of Atlas Industrial Corporation; Director of Dermody Properties;
Director of Center Trust Inc.; Director of Destination Europe, Ltd.; Director
of Prometheus Realty Investors LLC
Lazard Damon Mezzacappa General Member; Vice Chairman of Lazard Freres & Co. LLC; Member of Investment
Advisory Board of Corporate Advisors, L.P.
Lazard Richard W. Moore Jr. General Member
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.;
Director of Lazard Fund Managers (CI) Ltd. Guernsey; Director of Lazard Global
Bond Fund; Director of Lazard Investment Funds Ltd. Guernsey; Director of
Bitterroot Enterprises
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
Lazard Louis Perlmutter General Member
Lazard Russell E. Planitzer General Member; Director of Intensolv, Inc.
Lazard Steven L. Rattner General Member; Deputy Chief Executive of Lazard Freres & Co. LLC
Lazard John R. Reinsberg General Member; Executive Vice President and Director of Lazard Asset
Management Pacific Co.; Member of the Supervisory Board of Lazard Asset
Management (Deutschland) GmbH
Lazard Louis G. Rice General Member
Lazard Luis E. Rinaldini General Member
Lazard Bruno M. Roger General Member; Supervisory Board Member of AXA; Supervisory Board Member of
CAP Gemini Sogeti; Board Member of Compaigne De Credit; Board Member of
Compagnie De Saint-Gobain; Vice Chairman & CEO of Eurafrance; Chairman & CEO
of Financiere et Industrelle Gaz at Eaux; Board Member of Fonds Partenaires
Gestion (F.P.G.); General Partner of Lazard Freres & Cie; Director without
Power of vote of LVMH-Moet hennesy Louis Vuitton; Director, Permanent
Representative of Marine-Wendel; Supervisory Board Member of
Pinault-Printemps-Redoute; Director, Permanent Representative of Sidel; Board
Member of Sofina (Belgique); Board Member of Thomson CSF; Director, Permanent
Representative of Societe Francoise Generale Immobiliere (S.F.G.I.)
Lazard Michael S. Rome General Member
Lazard Steven H. Sands General Member; Director of Isogen LLC; Director of Skila, Inc.
Lazard Gary S. Shedlin General Member
Lazard Arthur P. Solomon General Member; Director of Alexander Haagen; Director of FAC; Director of
Berkshire Realty Trust; Director of Cliveden
Lazard David A. Tanner General Member; Former Managing Director of E.M. Warburg, Pincus & Co. LLC;
Director of Golden Books Family Entertainment Inc.; Former Director of
Renaissance Re Holdins Ltd.; Director of Poserdon Resources Inc.; Director of
Charter Financial, Inc.; Former Director of Classic Sports, Inc.; Former
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.;
Director of Lazard Japan Asset Management K.K.
Lazard Donald A. Wagner General Member
Lazard Ali E. Wambold General Member; Former Director of The Albert Fisher Group plc; Director of
Lazard Freres & Co., Ltd.; Director of Tomkins PLC; Member of Investment
Advisory Board of Corporate Advisors L.P.; Former Director of Lazard S.P.A.;
Director of Lazard & Co. GmbH
Lazard Michael A. Weinstock General Member
Lazard Antonio F. Weiss General Member
Lazard Alexander E. Zagorneos General Member; Director of The Egypt Trust; 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 The World
Trust Fund; Director of Lazard Select Investment Trust Ltd.; Director of
Ermitage Selz Fund; Director of Lazard Asset Management Egypt; Director of
Latin American Investment Trust, plc; Director of Taiwan American Fund Limited
Mercury Asset Jeffrey M. Peek President of Mercury; President of Merrill Lynch Asset Management, L.P.
Management US ("MLAM"); President and Director of Princeton Services; Executive Vice
President of ML & Co.; Managing Director and Co-Head of the Investment Banking
Division of Merrill Lynch in 1997
Mercury Asset Terry K. Glenn Executive Vice President of Mercury; Executive Vice President of MLAM;
Management US Executive Vice President and Director of Princeton Services; President and
Director of Princeton Funds Distributor, Inc.; Director of FDS; President of
Princeton Administrators, L.P.
Mercury Asset Gregory A. Bundy Chief Operating Officer and Managing Director of Mercury; Chief Operating
Management US Officer and Managing Director of MLAM; Chief Operating Officer and Managing
Director of Princeton Services; Co-CEO of Merrill Lynch Australia from 1997 to
1999
Mercury Asset Donald C. Burke Senior Vice President and Treasurer of Mercury; Senior Vice President and
Management US Treasurer of MLAM since 1999; Senior Vice President and Treasurer of Princeton
Services; Vice President of Princeton Funds Distributor, Inc.; First Vice
President of MLAM from 1997 to 1999; Vice President of MLAM from 1990 to 1997;
Director of Taxation of MLAM since 1990
Mercury Asset Michael G. Clark Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Director and Treasurer of Princeton Funds
Distributor, Inc.
Mercury Asset Robert C. Doll Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Chief Investment Officer of Oppenheimer
Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999
Mercury Asset Linda L. Federici Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Vincent R. Giordano Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Michael J. Hennewinkel Senior Vice President, Secretary and General Counsel of Mercury; Senior Vice
Management US President, Secretary and General Counsel of MLAM; Senior Vice President of
Princeton Services
Mercury Asset Philip L. Kirstein Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President, General Counsel, Director and Secretary of Princeton Services
Mercury Asset Debra W. Landsman-Yaros Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Vice President of Princeton Funds
Distributor, Inc.
Mercury Asset Joseph T. Monagle, Jr. Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
Mercury Asset Brian A. Murdock Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services; Director of Princeton Funds Distributor, Inc.
Mercury Asset Gregory D. Upah Senior Vice President of Mercury; Senior Vice President of MLAM; Senior Vice
Management US President of Princeton Services
</TABLE>
II-20
<PAGE>
Item 27. 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/9/ 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
Gerald W. Robinson Chairman, CEO and Director None
John L. Dixon President and Director None
</TABLE>
Item 28. 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 29. Management Services
-------------------
Not applicable
Item 30. Undertakings
------------
The registrant hereby undertakes:
Not applicable
- -----------------
/9/ Principal business address for all individuals listed is 700 Newport
Center Drive, Newport Beach, California 92660
II-21
<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. 25 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 8th day of October, 1999.
PACIFIC SELECT FUND
By:
__________________________________
Glenn S. Schafer*
President
*By: /s/ DIANE N. LEDGER
_______________________________
Diane N. Ledger
as attorney-in-fact
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 25 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman and Trustee , 1999
- ------------------------------------ (Chief Executive Officer) -----------
Thomas C. Sutton*
Vice President and Treasurer , 1999
- ------------------------------------ (Vice President) -----------
Brian D. Klemens*
President , 1999
- ------------------------------------ (President) -----------
Glenn S. Schafer*
Trustee , 1999
- ------------------------------------ ----------
Richard L. Nelson*
Trustee , 1999
- ------------------------------------ ----------
Lyman W. Porter*
Trustee , 1999
- ------------------------------------ ----------
Alan Richards*
Trustee , 1999
- ------------------------------------ ----------
Lucie H. Moore*
* By: /s/ DIANE N. LEDGER October 8, 1999
- ------------------------------------
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. 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 and Power of Attorney for Lucie H. Moore is contained in
Registrant's Form Type N1A/A, Accession No. 0001017062-99-000192 filed on
February 12, 1999.)
II-23
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Name
- -------------- ------------
(d)(20) Form of Addendum to Advisory Agreement
(d)(21) Form of Portfolio Management Agreement for Diversified
Research and International Large-Cap Portfolios
(d)(22) Form of Portfolio Management Agreement-Mercury
Asset Management US
(d)(23) Form of Addendum to Portfolio Management Agreement-
Alliance Capital Management L.P.
(e)(3) Form of Distribution Agreement
(g)(4) Form of Addendum to Custody Agreement
(h)(7) Form of Addendum to Agency Agreement
(j) Independent Auditor's Consent
(m) Form of Brokerage Enhancement Plan
<PAGE>
EXHIBIT (d)(20)
[FORM OF 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, November 20,
1995, and December 18, 1998 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
1999.
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 eighteen 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, Aggressive Equity Portfolio, Mid-Cap Value Portfolio, Large-
Cap Value Portfolio, Small-Cap Index Portfolio, and REIT Portfolio (each
referred to as a "Series" in the Agreement, and hereinafter referred to as a
"Portfolio"); and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Diversified Research Portfolio and International Large-Cap
Portfolio; and
WHEREAS, the Fund desires to appoint the Adviser as manager and investment
adviser to the Diversified Research Portfolio and International Large-Cap
Portfolio under the provisions set forth in the Agreement and in this Addendum;
and
WHEREAS, the Fund and the Adviser have agreed to change the rate of
compensation payable to the Adviser for the services provided to the Equity
Index Portfolio to the rate reflected in item 2, below, subject to approval of
the shareholders of the Equity Index Portfolio.
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:
1. 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 Diversified Research Portfolio and
International Large-Cap 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.
2. Section six (6) ("Compensation") of the Agreement is amended by
replacing the first paragraph with the following language:
"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
<PAGE>
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 average daily net assets of the Portfolio; 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; on the Small-Cap
Index Portfolio of .50% of the average daily net assets of the
Portfolio; on the Diversified Research Portfolio of .90% of the average
daily net assets of the Portfolio; and on the International Large-Cap
Portfolio of 1.05% of the average daily net assets of the Portfolio.
This fee shall be computed and accrued daily and paid monthly."
The Fund and the Adviser acknowledge that this Addendum to Advisory
Agreement is severable as to any Portfolio addressed herein.
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:_________________________ By: ____________________________
Title: Title: _________________________
By: ____________________________
Title: _________________________
PACIFIC SELECT FUND
Attest:_________________________ By: ____________________________
Title: Title: _________________________
2
<PAGE>
EXHIBIT (d)(21)
[FORM OF PORTFOLIO MANAGEMENT AGREEMENT FOR DIVERSIFIED RESEARCH AND
INTERNATIONAL LARGE-CAP PORTFOLIOS]
AGREEMENT made this ___ day of ____, ____ between Pacific Life Insurance
Company, ("Adviser"), a California corporation, and ___________ ("Portfolio
Manager"), a ________ 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");
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;
WHEREAS, the Fund currently offers multiple Portfolios, one of which is
designated as the Diversified Research and International Large-Cap Portfolios,
such Portfolio together with any other Portfolios subsequently established by
the Fund, with respect to which the Fund and Adviser desire to retain the
Portfolio Manager to render investment advisory services hereunder, and with
respect to which the Portfolio Manager is willing to do so, being herein
collectively referred to also as the "Portfolios"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Advisers Act;
WHEREAS, _________ represents and warrants that it is a "bank" as that term
is defined in the 1940 Act and the Advisers Act;
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 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 _________ to act
------------
as Portfolio Manager to the Diversified Research and International Large-Cap
Portfolios ("the Portfolios") 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.
<PAGE>
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more portfolios other than the Portfolio,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Fund and Adviser
in writing, whereupon such portfolio shall become a Portfolio hereunder, and be
subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's
-------------------------
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the composition of
the assets of the Portfolio, including determination of the purchase, retention,
or sale of the securities, cash, and other investments, including futures
contracts and options thereon, for the Portfolio. The Portfolio Manager will
provide investment research and analysis, which may consist of computerized
investment methodology, and will conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Portfolio. To the extent permitted by the investment policies of
the Portfolio, the Portfolio Manager shall make decisions for the Portfolio as
to foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolio.
The Portfolio Manager is authorized to exercise tender offers, exchange offers
and to vote proxies on behalf of the Fund, each as the Portfolio Manager
determines is in the best interest of the Fund. In performing these duties, the
Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code and
(2) manage the Portfolio so as to ensure compliance by the Portfolio with the
diversification requirements of Section 817(h) of the Internal Revenue Code and
Regulations issued thereunder. The Adviser will notify the Portfolio Manager of
any amendments to the Section 817(h) of the Internal Revenue Code and
Regulations issued thereunder. In managing the Portfolio in accordance with
these requirements, the Portfolio Manager shall be entitled to receive and act
upon advice of counsel to the Fund, counsel to the Adviser, or counsel to the
Portfolio Manager that is also acceptable to the Adviser.
(b) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any no-
action letters and exemptive orders which have been granted by the SEC to the
Fund, the Adviser or the Portfolio Manager), (2) with 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
2
<PAGE>
be fully protected in relying on the Fund's Registration Statement previously
furnished to the Portfolio Manager by the Adviser.
(c) Will: (i) use its best efforts to identify each position in the
Portfolio that constitutes stock in a Passive Foreign Investment Company
("PFIC"), as that term is defined in Section 1296 of the Internal Revenue Code,
and (ii) make such determinations and inform the Adviser at least annually, (or
more often and by such date(s) as the Adviser shall request), of any stock in a
PFIC.
(d) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other investments for
the Portfolio, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio Manager's
primary consideration in effecting a security or other transaction will be to
obtain the best execution for the Portfolio, taking into account the factors
specified in the Prospectus and Statement of Additional Information for the
Fund, as they may be amended or supplemented from time to time. Subject to such
policies as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Portfolio to
pay a broker or dealer, acting as agent, for effecting a portfolio transaction
at a price in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Portfolio Manager determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Portfolio Manager's
(or its affiliates) overall responsibilities with respect to the Portfolio and
to its other clients as to which it exercises investment discretion. To the
extent consistent with these standards, and in accordance with Section 11(a) of
the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject
to any other applicable laws and regulations including Section 17(e) of the 1940
Act, the Portfolio Manager is further authorized to place orders on behalf of
the Portfolio through the Portfolio Manager if the Portfolio Manager is
registered as a broker or dealer with the SEC or as a FCM with the Commodities
Futures Trading Commission ("CFTC"), to any of its affiliates that are brokers
or dealers or FCMs or such other entities which provide similar services in
foreign countries, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Portfolio or the
Portfolio Manager. Such allocation shall be in such amounts and proportions as
the Portfolio Manager shall determine consistent with the above standards, and,
upon request, the Portfolio Manager will report on said allocation to the
Adviser and Board of Trustees of the Fund, indicating the brokers, dealers or
FCMs to which such allocations have been made and the basis therefor.
(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.
3
<PAGE>
(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. Portfolio Manager agrees that it will maintain the following
records and ledgers and will preserve the following records in the form and for
the period prescribed under the 1940 Act:
1. Journals (or other records of original entry) containing an itemized
daily record in detail of all purchases and sales of securities. Such
records shall show for each such transaction the name and quantity of
securities, the unit and aggregate purchase or sale price, commission
paid, the market on which effected, the trade date, the settlement
date, and the name of the person through or from whom purchased or
received or to whom sold or delivered.
2. Records of securities borrowed and securities loaned by Portfolio
Manager.
3. Records of monies borrowed and loaned (together with a record of the
collateral therefor and substitutions in such collateral).
4. Records for each transaction in portfolio securities indicating the
broker-dealer, bank or other person with or through which such
transactions are effected, including details as to the date of the
purchase or sale, the quantity and unit and aggregate price of such
securities, and the commissions or other compensation paid to such
persons. Purchases or sales effected during the same day at the same
price may be aggregated.
5. A record of each brokerage order given by or in behalf of each
Portfolio for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such record shall include
the name of the broker, the terms and conditions of the order and of
any modification or cancellation thereof, the time of entry or
cancellation, the price at which executed, and the time of receipt of
report of execution. The record shall indicate the name of the person
who placed the order in behalf of each Portfolio.
4
<PAGE>
6. A record of all other portfolio purchases or sales showing details
comparable to those prescribed in paragraph 5 above.
7. A record of puts, calls, spreads, straddles, and other options in which
the series has any direct or indirect interest or which the series has
granted or guaranteed; and a record of any contractual commitments to
purchase, sell, receive or deliver securities or other property (but
not including open orders placed with broker-dealers for the purchase
or sale of securities, which may be cancelled by the Fund on notices
without penalty or cost of any kind); containing, at least, an
identification of the security, the number of units involved, the
option price, the date of maturity, the date of issuance, and the
person to whom issued.
8. A record for each fiscal quarter, which shall be completed within ten
days after the end of such quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
portfolio securities to named brokers or dealers and the division of
brokerage commissions or other compensation on such purchase and sale
orders among named persons were made during such quarter for each
Portfolio. The record shall indicate the consideration given to (i)
sales of shares of the Fund by brokers or dealers, (ii) the supplying
of services or benefits by brokers or dealers to the Fund, its
investment adviser or principal underwriter or any persons affiliated
therewith, and (iii) any other considerations other than the technical
qualifications of the brokers and dealers as such. The record shall
show the nature of the services or benefits made available, and shall
describe in detail the application of any general or specific formula
or other determinant used in arriving at such allocation of purchase
and sale orders and such division of brokerage commissions or other
compensation. The record shall also include the identities of the
persons responsible for the determination of such allocation and such
division of brokerage commissions or other compensation.
9. A record in the form of an appropriate memorandum identifying the
person or persons, committees, or groups authorizing the purchase or
sale of portfolio securities. Where an authorization is made by a
committee or group, a record shall be kept of the names of its members
who participated in the authorization. There shall be retained as part
of the record required by this paragraph any memorandum,
recommendation, or instruction supporting or authorizing the purchase
or sale of portfolio securities.
(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.
5
<PAGE>
(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 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, within the last ten (10) years, convicted of or
acknowledged commission of any felony or misdemeanor (i) involving the purchase
or sale of any security, (ii) involving embezzlement, fraudulent conversion, or
misappropriation of funds or securities, (iii) involving sections 1341, 1342 or
1343 of Title 18 of the U.S. Code, or (iv) 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 or officer or
director of any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act.
(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
6
<PAGE>
registered under the Commodity Exchange Act, or as an affiliated person,
salesman or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act, or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any security.
(l) Shall provide to Adviser a copy of Portfolio Manager's Form ADV
as filed with the Securities and Exchange Commission and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to Custodians of Fund assets for the Portfolio.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed
----------------------------------
the current Registration Statement for the Fund filed with the SEC and
represents and warrants that, with respect to the disclosure about the Portfolio
Manager or information relating, directly or indirectly, to the Portfolio
Manager, such Registration Statement contains, as of the date hereof, no untrue
statement of any material fact and does not omit any statement of a material
fact which was required to be stated therein or necessary to make the statements
contained therein not misleading. The Portfolio Manager further represents and
warrants that it is a duly registered investment adviser under the Advisers Act
and a duly registered investment adviser in all states in which the Portfolio
Manager is required to be registered. The Adviser has received a current copy of
the Portfolio Manager's Uniform Application for Investment Adviser Registration
on Form ADV, as filed with the SEC. On an annual basis, (or more frequently if
requested by the Adviser or the Fund's Board of Trustees) the Portfolio Manager
agrees to provide the Adviser with current copies of the Portfolio Manager's
Form ADV, and any supplements or amendments thereto, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager
--------
will pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager shall
not be responsible for any of the following:
(a) Expenses of all audits by the Fund's independent public
accountants;
(b) Expenses of the Fund's transfer agent, registrar, dividend
disbursing agent, and shareholder recordkeeping services;
(c) Expenses of the Fund's custodial services including recordkeeping
services provided by the custodian;
(d) Expenses of the Fund's recordkeeping services provided by the
recordkeeping agent;
(e) Expenses of obtaining quotations for calculating the value of the
Portfolio's net assets;
(f) Expenses of obtaining portfolio activity reports for each
Portfolio;
(g) Expenses of maintaining the Fund's tax records;
(h) Salaries and other compensation of any of the Fund's executive
officers and employees, if any, who are not officers, directors, stockholders,
or employees of the
7
<PAGE>
Portfolio Manager or its subsidiaries or affiliates (except that the Adviser, or
any of its subsidiaries or affiliates, shall bear the expense with respect to
executive officers and employees, if any, who are officers, directors,
stockholders or employees of the Adviser or of its subsidiaries or affiliates);
(i) Taxes, if any, levied against the Fund or any of its Portfolios;
(j) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Portfolio;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders,
the preparation and mailings of proxy statements, prospectuses, statements of
additional information and reports of the Fund to its shareholders, the filing
of reports with regulatory bodies, the maintenance of the Fund's existence, and
the registration of shares with federal and state securities or insurance
authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or any affiliate
thereof (except that the Adviser shall bear the expense of any trustee who is an
officer, employee, or stockholder of the Adviser or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940
Act, or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Fund to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto (unless Portfolio
Manager is responsible for such expenses under Section 14 of this Agreement);
and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by the
------------
Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to this
Agreement. This fee will be computed and accrued daily and payable monthly.
These fees for services shall be prorated for any portion of a year in which the
Agreement is not effective.
8
<PAGE>
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.
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.
9
<PAGE>
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.
10
<PAGE>
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
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,
11
<PAGE>
bad faith, or gross negligence in the performance of his duties, or by reason
of his reckless disregard of obligations and duties under this Agreement.
15. Duration and Termination. This Agreement shall become effective as of
------------------------
the date of execution first written above, and shall continue in effect for two
years from such date and continue thereafter on an annual basis with respect to
the Portfolio; provided that such annual continuance is specifically approved at
least annually (a) by the vote of a majority of the Board of Trustees of the
Fund, or (b) by the vote of a majority of the outstanding voting shares of each
Portfolio, and provided that continuance is also approved by the vote of a
majority of the Board of Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as such term is defined in the 1940 Act) of
the Fund, the Adviser, or the Portfolio Manager, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may not be
materially amended without a majority vote of the outstanding shares (as defined
in the 1940 Act) of the Portfolio. This Agreement may be terminated:
(a) by the Fund at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, forfeiture,
compulsory buyout amount, or performance of any other obligation which could
deter termination, by vote of a majority of the entire Board of Trustees of the
Fund or by a vote of a majority of the outstanding voting shares of the Fund or,
with respect to a particular Portfolio, by vote of a majority of the outstanding
voting shares of such Portfolio, on 60 days' written notice to the Portfolio
Manager and the Adviser;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, forfeiture, compulsory buyout amount or performance of any other
obligation which could deter termination, upon 60 days' written notice to the
Adviser and the Fund.
(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.
12
<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 "__________" 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 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.
(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
13
<PAGE>
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: By:
- ------------------------------------ ------------------------------------
Title: Title:
[PORTFOLIO MANAGER]
Attest: By:
- ------------------------------------ ------------------------------------
Title: Title:
PACIFIC SELECT FUND
Attest: By:
- ------------------------------------ ------------------------------------
Title: Title:
14
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
The Adviser will pay to the Portfolio Manager a monthly fee based on the average
daily net assets of each Portfolio at an annual rate equal to:
Diversified Research Portfolio
First $150 million 0.500%
Next $150 million 0.450%
Next $200 million 0.350%
Next $500 million 0.300%
Next $1 billion 0.275%
Excess 0.250%
International Large-Cap Portfolio
First $150 million 0.650%
Next $150 million 0.550%
Next $200 million 0.450%
Next $500 million 0.400%
Next $1 billion 0.375%
Excess 0.350%
15
<PAGE>
EXHIBIT (d)(22)
[FORM OF PORTFOLIO MANAGEMENT AGREEMENT]
AGREEMENT made this day of , between Pacific Life Insurance
Company, ("Adviser"), a California corporation, and Fund Asset Management,
L.P., doing business as Mercury Asset Management US ("Mercury or Portfolio
Manager"), a Delaware Limited Partnership, and Pacific Select Fund (the
"Fund"), a Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
("SEC") as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate portfolios, with each such portfolio representing
interests in a separate portfolio; and
WHEREAS, the Fund currently offers multiple Portfolios, two of which are
designated as the Equity Index and Small-Cap Index Portfolios, such Portfolios
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 Portfolios
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 Mercury to act as
Portfolio Manager to the Equity Index and Small-Cap Index Portfolios ("the
Portfolios") 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
Portfolios, 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 Portfolios and determine the composition
of the assets of the Portfolios, including determination of the purchase,
retention, or sale of the
<PAGE>
securities, cash, and other investments, including futures contracts and
options thereon, for the Portfolios. 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 Portfolios, when these transactions should be executed, and
what portion of the assets of the Portfolios 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 Portfolios. To the extent permitted by the investment policies of the
Portfolios, the Portfolio Manager shall make decisions for the Portfolios 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 Portfolios. 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 Portfolios in a manner that complies with
requirements imposed upon regulated investment companies under Subchapter M of
the Internal Revenue Code and (2) manage the Portfolios so as to ensure
compliance by the Portfolios 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 Portfolios in accordance with these requirements, the Portfolio
Manager shall be entitled to receive and act upon advice of counsel to the
Fund, counsel to the Adviser, or counsel to the Portfolio Manager that is also
acceptable to the Adviser.
(b) Shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto (including any no-
action letters and exemptive orders which have been granted by the SEC to the
Fund, the Adviser or the Portfolio Manager), (2) with all other applicable
federal and state laws and regulations pertaining to investment vehicles
underlying variable annuity and/or variable life insurance contracts, provided
Adviser informs Portfolio Manager of applicable state insurance laws relating
to the investment and management of the Portfolios and notifies Portfolio
Manager of any changes thereto, (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
Portfolios 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 Portfolios, 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 Portfolios, 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
2
<PAGE>
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 Portfolios 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 Portfolios 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 Portfolios 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
Portfolios, 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 Portfolios, 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 Portfolios 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 Portfolios and the issuers and securities
represented in the Portfolios' portfolios, and will furnish the Fund's Board of
Trustees with respect to the Portfolios 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
3
<PAGE>
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 Portfolios if such employee has:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government
securities dealer, transfer agent, or entity or person required to be
registered under the Commodity Exchange Act, or as an affiliated person,
salesman, or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government
securities dealer, transfer agent, or entity or person required to be
registered under the Commodity Exchange Act, or as an affiliated person,
salesman or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act, or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any security.
(l) Shall provide to Adviser a copy of Portfolio Manager's Form ADV as
filed with the Securities and Exchange Commission and a list of persons who
Portfolio Manager wishes to have authorized to give written and/or oral
instructions to Custodians of Fund assets for the Portfolios.
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
<PAGE>
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 Portfolios;
(k) Costs, including the interest expenses, of borrowing money;
(l) Costs and/or fees incident to meetings of the Fund's shareholders,
the preparation and mailings of proxy statements, prospectuses,
statements of additional information and reports of the Fund to its
shareholders, the filing of reports with regulatory bodies, the
maintenance of the Fund's existence, and the registration of shares
with federal and state securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for
sale;
(n) Costs of printing "share" stock certificates, if any, representing
shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who are not
officers, employees, or stockholders of the Portfolio Manager or
any affiliate thereof (except that the Adviser shall bear the
expense of any trustee who is an officer, employee, or stockholder
of the Adviser or any affiliate thereof);
(p) The Fund's fidelity bond required by Section 17(g) of the 1940 Act,
or other insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including expenses
incurred in connection with litigation, proceedings and other
claims and the legal obligations of the Fund to indemnify its
trustees, officers, employees, shareholders, distributors, and
agents with respect thereto (unless Portfolio Manager is
responsible for such expenses under Section 14 of this Agreement);
and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and
commissions.
5
<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.
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 Portfolios 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
6
<PAGE>
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 Portfolios) 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 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
7
<PAGE>
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
January 1, 2000, and shall continue in effect for two years from such date and
continue thereafter on an annual basis with respect to the Portfolios; 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
Portfolios. 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 Portfolios shall promptly be returned to the Adviser or the
Fund, free from any claim or retention of rights in such record by the
Portfolio Manager, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. This Agreement will terminate automatically
in event of its assignment (as that term is defined in the 1940 Act), but shall
not terminate in connection with any transaction not deemed an assignment
within the meaning of Rules 2a-6 under the 1940 Act, or any other rule adopted
by the SEC regarding transactions not deemed to be assignments. In the event
this Agreement is terminated or is not approved in the manner described above,
the Sections or Paragraphs numbered 2(h), 2(j), 9, 10, 11, 13, 14 and 16 of
this Agreement as well as any applicable provision of this Paragraph numbered
15 shall remain in effect.
16. Use of Name.
(a) It is understood that the name "Pacific Life Insurance Company" or
"Pacific Life", or "Pacific Select Fund" or any derivative thereof or logo
associated with that name is the valuable property of the
8
<PAGE>
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
Portfolios. 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 "Mercury" 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 Portfolios 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 Portfolios. 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 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.
(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.
9
<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:_______________________________ By: _________________________________
Title: Title:
FUND ASSET MANAGEMENT, L.P.
Attest:_______________________________ By: _________________________________
Title: Title:
PACIFIC SELECT FUND
Attest:_______________________________ By: _________________________________
Title: Title:
10
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Equity Index and Small-Cap Index Portfolios
Fee:
The Adviser will pay to the Portfolio Manager a monthly fee based on the
combined average daily net assets of these Portfolios at an annual rate equal
to:
0.08% on the first $100 million
0.04% on the next $100 million
0.02% on the excess
11
<PAGE>
EXHIBIT (d)(23)
[FORM OF ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT]
The Portfolio Management Agreement ("Agreement") made the 1st day of May,
1998, between Pacific Life Insurance Company ("Pacific Life"), a life
insurance company domiciled in California, Alliance Capital Management L.P.
("Alliance Capital", "Portfolio Manager"), a Limited Partnership organized and
existing under the laws of the state of Delaware, 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
, 1999.
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 Emerging Markets Portfolio; and
WHEREAS, pursuant to the Agreement, Pacific Life and the Fund have
appointed Alliance Capital as Portfolio Manager to the Emerging Markets
Portfolio and Alliance Capital has accepted such appointment; and
WHEREAS, Pacific Life and the Fund desire to appoint Alliance Capital as
Portfolio Manager to the Emerging Markets 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 premises 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 Emerging Markets 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 by adding the following:
PACIFIC SELECT FUND
FEE SCHEDULE
ALLIANCE CAPITAL MANAGEMENT L.P.
Portfolio: Emerging Markets Portfolio
The Adviser will pay to the Portfolio Manager a monthly fee based on the
average daily net assets of the Emerging Markets Portfolio at an annual rate
equal to:
0.85% on the first $50 million
0.75% on the next $50 million
0.70% on the next $50 million
0.65% on the next $50 million
0.60% on excess of $200 million
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 January 1, 2000.
<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:______________________________ By: _________________________________
Title: Title:
Attest:_________________________ By: ____________________________
Title: Title:
ALLIANCE CAPITAL MANAGEMENT L.P.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, ITS GENERAL PARTNER
Attest:______________________________ By: _________________________________
Title: Title:
PACIFIC SELECT FUND
Attest:______________________________ By: _________________________________
Title: Title:
<PAGE>
EXHIBIT (e)(3)
[Form of Distribution Agreement]
This Agreement ("Agreement") is made on the [__] day of [______],
[___], by and between Pacific Select Fund (the "Fund") and Pacific Mutual
Distributors, Inc. ("PMD").
WHEREAS, the Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate series (each a "Portfolio" and collectively the
"Portfolios") with each such Portfolio representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund has adopted a Multi-Class Plan pursuant to Rule 18f-3
under the 1940 Act by which the Fund is authorized to divide each Portfolio into
one or more classes of Shares; and
WHEREAS, the Portfolios may offer Shares to institutional investors,
including separate accounts of Pacific Life Insurance Company and its
affiliates, of a class designated as Class S and
WHEREAS, the Portfolios are authorized to offer Shares to individual
retirement accounts, qualified plans under Sections 401 and 403(b) of the
Internal Revenue Code of 1986, as amended ("IRC"), and qualified deferred
compensation arrangements under IRC Section 457, and it is intended that classes
designated as Class A, Class B, Class C, and Class V ("Qualified Plan Classes")
will be offered in connection with such qualified plans; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
distribution and service plan (each a "Plan," collectively, the "Plans") with
respect to each of the Qualified Plan Classes; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Brokerage Enhancement Plan (the "Brokerage Plan"), under which the Fund may
direct Pacific Life or any sub-adviser of a Portfolio ("Portfolio Manager") to
allocate brokerage in a manner intended to increase the distribution of the
Fund's shares; and
WHEREAS, under the Brokerage Plan, the Fund may enter into agreements or
arrangements with broker-dealers or banks (each, a "broker-dealer") that will
enable the Fund to receive, in addition to the execution of brokerage
transactions, credits, benefits, or other services ("directed brokerage
credits") from a broker-dealer that the Fund may use to finance activities that
are intended to result in the sale of the Fund's share; and
WHEREAS, the Fund intends, on behalf of each existing Portfolio together
with all other Portfolios subsequently established by the Fund, as set forth in
Exhibit A (attached hereto) which may from time to time be amended, to retain
Pacific Mutual Distributors, Inc. ("PMD"); and
WHEREAS, PMD wishes to render the services hereunder;
<PAGE>
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment and Acceptance. The Fund hereby appoints PMD as
--------------------------
distributor of the Shares of the Portfolios on the terms and for the period set
forth in this Agreement, and PMD hereby accepts such appointment and agrees to
render the services and undertake the duties set forth herein.
2. General Provisions.
------------------
(a) In performing its duties as distributor, PMD will act in conformity
with the registration statement of the Fund on Form N-1A ("the Prospectus"), as
amended from time to time and with any instructions received from the Board of
Trustees of the Fund (the "Board"), the requirements of the Securities Act of
1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the 1940 Act, and all other applicable federal and
state laws and regulations.
(b) PMD holds itself available to receive orders for the purchase or
redemption of Shares and will accept or reject orders to purchase such Shares on
behalf of the Fund in accordance with the provisions of the Prospectus, and will
transmit such orders as are so accepted to the Fund's transfer agent promptly
for processing.
(c) PMD shall not be obligated to sell any certain number of Shares.
Except as provided in this Agreement, no commission or other fee will be paid to
PMD in connection with the sale of Shares.
3. PMD Expenses. During the term of this Agreement, PMD will bear all its
------------
expenses in complying with this Agreement including the following expenses:
(a) costs of sales presentations, preparation and delivery of advertising
and sales literature, and any other marketing efforts by PMD in connection with
the distribution or sale of Shares; and
(b) any compensation paid to employees of PMD in connection with the
distribution or sale of the Shares.
4. Fund Expenses. The Fund shall bear all of its other expenses
-------------
including, but not limited to:
(a) preparation and setting in type, printing and distributing reports
and other communications, proxies, prospectuses and statements of additional of
information to existing shareholders;
(b) registration of the Fund's Shares with the Securities and Exchange
Commission, and registration or notification of the sale of the Shares with any
applicable state securities commissioners; and
2
<PAGE>
(c) qualification of the Fund's Shares for sale in jurisdictions
designated by PMD.
5. Sale of Shares to Distributor and Sales by Distributor.
------------------------------------------------------
(a) PMD will have the right to sell Shares of each Class of each Fund to
eligible investors as described in the Prospectus for the Fund against orders
therefor at the applicable public offering price as described below in the case
of Class A Shares, and at net asset value in the case of Class S Shares, Class
B Shares, Class C Shares and Class V Shares. For such purposes, PMD will have
the right to purchase Shares at net asset value. PMD will also have the right
to sell Shares of a Fund indirectly to the public through registered broker-
dealers who are acting as introducing brokers pursuant to clearing agreements
with PMD ("introducing brokers"), to registered broker-dealers who have entered
into selling agreements with PMD ("participating brokers") or through other
financial intermediaries, in each case against orders therefor.
(b) All orders through PMD shall be subject to acceptance and confirmation
by the Fund.
(c) Prior to the time of transfer of any Shares by the Fund to, or on the
order of, PMD or any introducing broker, participating broker or other financial
intermediary, PMD shall pay or cause to be paid to the Fund or to its order an
amount in federal funds equal to the applicable net asset value of the Shares.
Upon receipt of registration instructions in proper form, PMD will transmit or
cause to be transmitted such instructions to the Fund or its agent for
registration of the Shares purchased.
(d) The public offering price of Class A Shares shall be the net asset
value of such Shares, plus any applicable sales charge as set forth in the
Prospectus. In no event will any applicable sales charge or underwriting
discount exceed the limitations on permissible sales loads imposed by Section
22(b) of the 1940 Act and Rule 2830(d) of the Conduct Rules of the National
Association of Securities Dealers, Inc., as either or both may be amended from
time to time.
6. Use of Directed Brokerage Credits. The Fund may direct PMD to take
---------------------------------
appropriate actions to effect the purposes of the Brokerage Plan, as may be
amended from time to time, and PMD, when so directed by the Fund, shall take
such actions, which may include, but are not necessarily limited to, the
following:
(a) directing, on behalf of the Fund or a Portfolio and subject to the
standards described in the Brokerage Plan, Pacific Life or a Portfolio Manager
to allocate transactions for the purchase or sale of portfolio securities in a
manner intended to increase the distribution of the Fund's shares; and
(b) using any directed brokerage credits earned by a Portfolio to
compensate a broker-dealer for the cost and expense of certain distribution-
related activities or procuring from a broker-dealer or otherwise inducing a
broker-dealer to provide services, where such
3
<PAGE>
activities or services are intended to promote the sale of a Portfolio's shares,
all on behalf of the Fund or a Portfolio, as described in the Brokerage Plan.
7. Fees.
----
(a) For its services as distributor of the Fund's Class A Shares and to
facilitate the servicing of the Class A shareholders, the Fund shall pay PMD on
behalf of the Fund a distribution fee at the annual rate of 0.25% of the Fund's
average daily net assets, and a servicing fee at the annual rate of 0.25% of the
Fund's average daily net assets attributable to the Class A Shares upon the
terms and conditions set forth in the relevant Plan, and as amended from time to
time. PMD may retain as much of any sales charge or underwriting discount as is
not paid by PMD as a concession to dealers, and shall receive any applicable
contingent deferred sales charge, as described in the Prospectus. The
distribution and servicing fees shall be accrued daily and paid monthly to PMD
as soon as practicable after the end of the calendar month in which they accrue,
but in any event within 15 business days following the last calendar day of each
month.
(b) For its services as distributor of the Fund's Class B, Class C, and
Class V Shares and to facilitate the servicing of Class B, Class C, and Class V
shareholders, the Fund shall pay PMD a distribution fee at the annual rate of
0.75% of the Fund's average daily net assets, and a servicing fee at the annual
rate of 0.25% of the Fund's average daily net assets, attributable to the Fund's
Class B Shares, Class C Shares, and Class V Shares, respectively, upon the terms
and conditions set forth in the relevant Plans, as amended from time to time,
and shall receive any applicable contingent deferred sales charge. The
respective distribution and servicing fees shall be accrued daily and paid
monthly to PMD as soon as practicable after the end of the calendar month in
which they accrue, but in any event within 15 business days following the last
calendar day of each month.
(c) PMD shall receive no fee from the Fund for services as distributor of
the Class S Shares.
8. Reservation of Right Not to Sell. The Fund reserves the right to refuse
--------------------------------
at any time or times to sell any of its Shares for any reason deemed adequate by
it.
9. Liability and Indemnification.
-----------------------------
(a) PMD shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from its willful misfeasance, bad
faith or negligence in the performance of its duties under this Agreement. Any
person, even though also an officer, employee or agent of PMD, who may be or
become an officer, director, employee or agent of the Fund shall be deemed, when
rendering services to the Fund or acting in any business of the Fund, to be
rendering such services to or acting solely for the Fund and not as an officer,
partner, employee or agent or one under the control or direction of PMD even
though paid by PMD.
4
<PAGE>
(b) PMD hereby agrees to indemnify and hold harmless the Fund and its
officers and Trustees against any and all losses, liabilities, damages and
claims arising out of or based upon any untrue or alleged untrue statement or
representation made (except for such statements made in reliance on any
prospectus, registration statement or sales material supplied by the Fund), any
failure to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by any officer, employee or agent of PMD in
connection with the offer or sale of Fund shares. PMD shall reimburse each such
person for any legal or other expenses reasonably incurred in connection with
investigating or defending any such loss, liability, damage or claim.
(c) Promptly after receipt by a party entitled to indemnification under
this section ("indemnified party") of notice of the commencement of any action,
if a claim for indemnification in respect thereof is to be made against PMD,
such indemnified party will notify PMD in writing of the commencement thereof,
and the omission to so notify PMD will not relieve it from any liability under
this section, except to the extent that the omission results in a failure of
actual notice to PMD and it is damaged solely as a result of the failure to give
such notice.
10. Effective Date and Termination of this Agreement. This Agreement
------------------------------------------------
shall take effect on the on the date first written above, and shall continue in
effect, unless sooner terminated as provided herein, for two years from such
date and shall continue from year to year thereafter so long as such continuance
is specifically approved at least annually (a) by the vote of a majority of
those members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) either by a majority of the entire Board of Trustees of the Fund or by a
majority vote (as defined in the Prospectus) of the shareholders of the Fund;
provided, however, that this Agreement may be terminated without penalty by the
-------
Board of Trustees of the Fund; by a majority vote (as defined in the Prospectus)
of the shareholders of the Fund on 60 days' written notice to PMD, or by PMD at
any time, without payment of any penalty, on 90 days' written notice to the
Fund. This Agreement will automatically and immediately terminate in the event
of its assignment (as defined in the 1940 Act).
11. Notices. Notices of any kind to be given to PMD by the Fund shall be
-------
in writing and shall be duly given if mailed, first class postage prepaid, or
delivered to 700 Newport Center Drive, P.O. Box 9000, Newport Beach, California
92660, or at such other address or to such individual as shall be specified by
PMD to the Fund. Notices of any kind to be given to the Fund shall be in
writing and shall be duly given if mailed, first class postage prepaid, or
delivered to 700 Newport Center Drive, P.O. Box 7500, Newport Beach, California
92660 or at such other address or to such individual as shall be specified by
the Fund.
12. Non-Exclusivity. The services of PMD to the Fund under this Agreement
---------------
are not to be deemed exclusive, and PMD shall be free to render similar services
or other services to others so long as its services hereunder are not impaired
thereby.
5
<PAGE>
13. Reports. PMD shall prepare reports for the Board of Trustees of the
-------
Fund on a quarterly basis showing such information as shall be reasonably
requested by the Board from time to time.
14. Independent Contractor. PMD shall for all purposes herein provided be
----------------------
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. It is understood and agreed
that PMD, by separate agreement with the Fund, may also serve the Fund in other
capacities.
15. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original.
16. Governing Law. 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 Exchange Act, the Securities Act, or any
rule or order of the Securities and Exchange Commission to any national or
regional self-regulating organization, such as the National Association of
Securities Dealers or the New York Stock Exchange.
17. Severability. 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.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PACIFIC MUTUAL DISTRIBUTORS, INC.
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
PACIFIC SELECT FUND
By: _________________________________
Name:
Title:
7
<PAGE>
Exhibit A
Pacific Select Fund
[ ], 1999
Series
- ------
Money Market Portfolio
High Yield Bond Portfolio
Managed Bond Portfolio
Government Securities Portfolio
Growth Portfolio (to be renamed the Small-Cap Equity Portfolio)*
Aggressive Equity Portfolio
Growth LT Portfolio
Equity Income Portfolio
Multi-Strategy Portfolio
Large-Cap Value Portfolio
Mid-Cap Value Portfolio
Equity Portfolio
Bond and Income Portfolio
Equity Index Portfolio
Small-Cap Index Portfolio
REIT Portfolio
International Portfolio (to be renamed the International Value Portfolio)*
Emerging Markets Portfolio
International Large-Cap Portfolio*
Diversified Research Portfolio*
*Effective January 1, 2000
8
<PAGE>
EXHIBIT (g)(4)
[FORM OF 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,
May 15, 1997, and December 18, 1998 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 ______ 1999.
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 eighteen 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, Emerging Markets Portfolio, Mid-Cap Value
Portfolio, Large-Cap Value Portfolio, Small-Cap Index Portfolio, and REIT
Portfolio (each referred to as a "Series" in the Agreement, and hereinafter
referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Diversified Research Portfolio and International Large-Cap
Portfolio; and
WHEREAS, the Fund desires to appoint IFTC as Custodian for the Diversified
Research Portfolio and International Large-Cap Portfolio on the terms set forth
in the Agreement and this Addendum; and
WHEREAS, IFTC is willing to accept such appointment;
RESOLVED, in consideration of the mutual premises 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 Diversified Research Portfolio and International Large-Cap
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) ("Compensation") of
the Agreement and in the Fee Schedule ("Exhibit A") attached thereto.
<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: By:
-------------------------- -----------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board
and Trustee
INVESTORS FIDUCIARY TRUST COMPANY
Attest: By:
-------------------------- ------------------------
Name: Name:
Title: Title:
<PAGE>
EXHIBIT (h)(7)
[FORM OF ADDENDUM TO AGENCY AGREEMENT]
------------------------------------
The Agency Agreement, made the 1st day of July, 1990 and subsequently
amended on January 4, 1994, August 15, 1994, November 20, 1995, and December 18,
1998, 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 eighteen 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, Emerging Markets Portfolio, Large-Cap Value
Portfolio, Mid-Cap Value Portfolio, REIT Portfolio, and Small-Cap Index
Portfolio (each referred to as a "Series" in the Agreement, and hereinafter
referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Diversified Research Portfolio and International Large-Cap
Portfolio; and
WHEREAS, the Fund desires to appoint Pacific Life as Transfer Agent and
Dividend Disbursing Agent for the Diversified Research Portfolio and
International Large-Cap 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 premises 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 Diversified Research
Portfolio and International Large-Cap 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 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.
<PAGE>
PACIFIC SELECT FUND
Attest: By:
-------------------------- -------------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman of the Board and
Trustee
PACIFIC LIFE INSURANCE COMPANY
Attest: By:
--------------------------- ----------------------------
Name: Audrey L. Milfs Name: Thomas C. Sutton
Title: Secretary Title: Chairman & CEO
Attest: By:
--------------------------- ----------------------------
Name: Audrey L. Milfs Name: Glenn S. Schafer
Title: Secretary Title: President
<PAGE>
EXHIBIT (j)
INDEPENDENT AUDITORS' CONSENT
Pacific Select Fund:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 25 to Registration Statement No. 33-13954 on Form N-1A of our report dated
February 5, 1999, related to the financial statements of Pacific Select Fund as
of and for the year ended December 31, 1998, appearing in such Registration
Statement.
We also consent to the reference to us under the heading "Financial Highlights"
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 part of such Registration Statement.
Deloitte & Touche LLP
Costa Mesa, California
October 8, 1999
<PAGE>
EXHIBIT (m)
[FORM OF BROKERAGE ENHANCEMENT PLAN]
WHEREAS, Pacific Select Fund (the "Fund") engages in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act");
WHEREAS, shares of common stock of the Fund are currently divided into
series, certain of which are listed on Schedule A hereto (the "Portfolios"),
which Schedule can be amended to add or remove series by an amended schedule;
WHEREAS, shares of common stock of the Portfolios are divided into Class A,
Class B, Class C, Class S and Class V shares, and this Plan applies to the Fund
and the Portfolios and the effect of the Plan does not vary based upon a class
of a Portfolio;
WHEREAS, the Fund employs Pacific Mutual Distributors, Inc. (the
"Distributor") as distributor of the securities of which it is the issuer;
WHEREAS, the Fund and the Distributor have entered into a Distribution
Agreement pursuant to which the Fund has employed the Distributor in such
capacity during the continuous offering of shares of the Fund;
WHEREAS, the Board of Trustees of the Fund (the "Board") has determined that
it is appropriate and desirable for the Fund to enter into agreements or
arrangements with broker-dealers (each, a "broker-dealer") that will enable the
Fund to receive, in addition to the execution of brokerage transactions,
credits, benefits or other services ("directed brokerage credits") from a
broker-dealer that the Fund may use to finance activities that are primarily
intended to result in the sale of the Fund's shares, either directly or
indirectly through the sale of variable annuity or variable life insurance
contracts whose proceeds are invested in the Fund ("Variable Contracts");
WHEREAS, any such directed brokerage credits are assets of the Fund, and the
Fund wishes, pursuant to Rule 12b-1 under the Act, to utilize such assets in
furtherance of the distribution of the Fund's shares, either directly or
indirectly through the sale of the Variable Contracts; and
WHEREAS, the Board has determined that, to the extent that the use of
directed brokerage credits earned by a Portfolio under this Plan results in the
increased distribution of the Fund's shares or the Variable Contracts, a
benefit in the form of potential economies of scale should inure to that
Portfolio and to the other Portfolios offered by the Fund;
NOW, THEREFORE, the Fund hereby adopts this Plan on behalf of the
Portfolios, in accordance with Rule 12b-l under the Act, on the following terms
and conditions:
1. The Fund is authorized to enter into agreements or arrangements with
broker-dealers, pursuant to which the Fund may direct Pacific Life, in its
capacity as the Fund's Adviser, and each of the portfolio managers retained by
Pacific Life and the Fund to manage certain of the Fund's Portfolios
("Portfolio Managers") to allocate transactions for the purchase or sale of
portfolio securities or other assets to broker-dealers, acting as agent for the
Fund or its Portfolio, and receive, in addition to execution of the
transaction, directed brokerage credits from the broker-dealer that can be used
directly or indirectly to promote the distribution of the Fund's shares,
provided that the Adviser or Portfolio Manager must reasonably believe that the
broker-dealer will execute the transaction in a manner consistent with
standards of best execution as described in the registration statement for the
Fund, as amended from time to time.
2. The directed-brokerage credits received by the Fund or a Portfolio shall
be used by the Fund to compensate broker-dealers for the cost and expense of
certain distribution-related activities or to procure from the broker-dealers
or otherwise induce a broker-dealer to provide services, where such activities
or services are
<PAGE>
intended to promote the sale of the Fund's shares, either directly or
indirectly through the sale of the Variable Contracts. Such activities or
services may be provided by the broker-dealer to which a purchase or sale
transaction has been allocated or by another broker-dealer or other party at
the direction of the broker-dealer, and may include (i) developing, preparing,
printing, and mailing of advertisements, sales literature and other promotional
material describing and/or relating to the Fund, the Portfolios, or the
Variable Contracts; (ii) participation in seminars and sales meetings designed
to promote the distribution of shares of the Fund, the Portfolios or the
Variable Contracts; (iii) providing information about the Fund, its Portfolios
or the Variable Contracts, or mutual funds or variable contracts in general, to
registered representatives of the broker-dealers; (iv) providing assistance to
broker-dealers that are conducting due diligence on the Fund or its Portfolios
or the Variable Contracts; or (v) financing any other activity that is intended
to result in the sale of Fund shares or the Variable Contracts.
3. The Fund may direct the Distributor to take appropriate actions to effect
the purposes of this Plan, including, but not limited to, (a) directing on
behalf of the Fund or a Portfolio and subject to the standards described above,
the Adviser or a Portfolio Manager to allocate transactions for the purchase or
sale of portfolio securities in the manner described in the Plan; (b)
compensating a broker-dealer for the cost and expense of certain distribution-
related activities or procuring from a broker-dealer or otherwise inducing a
broker-dealer to provide services, where such activities or services are
intended to promote the sale of shares of the Fund or a Portfolio or the
Variable Contracts, all on behalf of the Fund or a Portfolio. Subject to the
standards set forth in Section 1, and subject to applicable law, the Adviser
and a Portfolio Manager may direct brokerage transactions to a broker-dealer
that is an affiliated person of the Distributor, the Adviser, or a Portfolio
Manager, or directly to the Distributor. Provided that any directed brokerage
credits derived from a transaction placed with a broker-dealer, as described in
Section 1, inure to the benefit of the Portfolio on whose behalf the
transaction was placed, any such credits may also inure to the benefit of other
Portfolios of the Fund.
4. This Plan shall not take effect with respect to a Portfolio until it has
been approved by (a) a vote of a majority of the outstanding voting securities
of that Portfolio; and, together with any related agreements, has been approved
by (a) the Fund's Board of Trustees, and (b) those Trustees of the Fund who are
not "interested persons" of the Fund (as defined in the Act) and who have no
direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-l Trustees"), cast in person at a
meeting (or meetings) called, at least in part, for the purpose of voting on
this Plan and such related agreements. As additional Portfolios of the Fund are
established, this Plan shall not take effect with respect to such Portfolios
until the Plan, together with any related agreements, has been approved by
votes of a majority of both (a) the Fund's Board of Trustees and (b) the Rule
12b-1 Trustees cast in person at a meeting called, at least in part, for the
purpose of voting on such approval.
5. After approval as set forth in paragraph 4, and any other approvals
required pursuant to the Act and Rule 12b-1 thereunder, this Plan shall take
effect at the time specified by the Fund's Board of Trustees, or, if no such
time is specified by the Trustees, at the time that all approvals necessary
have been obtained. The Plan shall continue in full force and effect as to a
Portfolio for so long as such continuance is specifically approved at least
annually by votes of a majority of both (a) the Board of Trustees and (b) the
Rule 12b-1 Trustees of the Trust, cast in person at a meeting called, at least
in part, for the purpose of voting on this Plan.
6. The Distributor shall provide to the Trustees of the Fund a written
report of the amounts expended or benefits received and the purposes for which
such expenditures were made at such frequency as may be required under Rule
12b-1 of the Act.
7. This Plan may be terminated as to the Fund or each Portfolio at any time,
without payment of any penalty, by vote of the Trustees of the Fund, by vote of
a majority of the Rule 12b-l Trustees, or by a vote of a majority of the
outstanding voting securities of the Portfolios on not more than 30 days'
written notice to any other party to the Plan. In addition, all Agreements
shall provide that such Agreement shall terminate automatically in the event of
its assignment.
2
<PAGE>
8. This Plan may not be amended in any material respect unless such
amendment is approved by (a) a vote of a majority of the outstanding voting
securities of the pertinent Portfolio; and approved by a majority of both (a)
the Fund's Board of Trustees and (b) the Rule 12b-1 Trustees cast in person at
a meeting called, at least in part, for the purpose of voting on such approval.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not "interested persons" (as defined in the Act) of the Fund shall be
committed to the discretion of the Trustees who are not interested persons.
10. The Fund shall preserve copies of this Plan and related agreements for a
period of not less than six years from the date of termination of the Plan or
related agreements, the first two years in an easily accessible place; and
shall preserve all reports made pursuant to paragraph 6 hereof for a period of
not less than six, the first two years in an easily accessible place.
11. The provisions of this Plan are severable as to each Portfolio, and any
action to be taken with respect to this Plan shall be taken separately for each
Portfolio affected by the matter.
, 1999
3
<PAGE>
SCHEDULE A
Money Market Portfolio
High Yield Bond Portfolio
Managed Bond Portfolio
Government Securities Portfolio
Growth Portfolio (to be renamed Small-Cap Equity Portfolio)*
Aggressive Equity Portfolio
Growth LT Portfolio
Equity Income Portfolio
Multi-Strategy Portfolio
Large-Cap Value Portfolio
Mid-Cap Value Portfolio
Equity Portfolio
Bond and Income Portfolio
Equity Index Portfolio
Small-Cap Index Portfolio
REIT Portfolio
International Portfolio (to be renamed International Value Portfolio)*
Emerging Markets Portfolio
International Large-Cap Portfolio*
Diversified Research Portfolio*
* Effective January 1, 2000
4
