SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement Confidential, for
use of
the Commission
Only
(as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Pacific Select Fund
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[PACIFIC SELECT FUND LETTERHEAD]
February __, 1999
Dear Variable Contract Owner:
The purpose of this letter and the accompanying Notice to Shareholders
is to announce a Special Meeting of Shareholders of the Emerging Markets
Portfolio (the "Portfolio"), a series of the Pacific Select Fund (the "Fund").
The meeting is scheduled to be held at 10:30 a.m. Pacific Time on March 19, 1999
at 700 Newport Center Drive, Newport Beach, California 92660.
At the meeting, you will be asked to approve a new portfolio management
agreement ("New Management Agreement") among the Fund (on behalf of the
Portfolio), Pacific Life Insurance Company ("Pacific Life"), the Fund's
investment adviser, and Blairlogie Capital Management ("Blairlogie"), the
portfolio manager for the Portfolio. As described in more detail in the
accompanying materials, you will be asked to approve the New Management
Agreement due to a transaction affecting Blairlogie that, under applicable law,
terminates the current portfolio management agreement among the Fund, Pacific
Life, and Blairlogie. Following the transaction, Blairlogie will continue to
serve as the portfolio manager for the Portfolio, provided shareholder approval
is obtained.
Please note that the terms of the New Management Agreement are
substantially similar in all material respects to the terms of the existing
portfolio management agreement. Moreover, we have been informed that the
transaction should not result in any material changes in the investment
philosophy, policies, or strategies of the Portfolio and that the level and
quality of the services provided by Blairlogie will not change. In this
connection, it is expected that the same investment professionals at Blairlogie
who currently manage the Portfolio's assets will continue to do so following the
transaction.
The Trustees of the Fund have concluded that approval of the New
Management Agreement is in the best interests of the Portfolio and its
shareholders and recommend that shareholders vote in favor of this proposal,
which is described in more detail in the enclosed Proxy Statement.
<PAGE>
Please take the time to read the Notice and the enclosed Proxy
Statement and cast your vote. The proposal for which you are being asked to vote
is important to the Portfolio, and to you as a variable contract owner having an
interest in the Portfolio. We appreciate your participation and prompt response
in this matter, and thank you for your continued support.
Sincerely,
Thomas C. Sutton
President and Chairman of the
Board of Trustees
<PAGE>
PACIFIC SELECT FUND
700 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
----------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 22, 1999
--------------------------------------------------------
To the Shareholders of the Emerging Markets Portfolio of Pacific Select Fund:
Notice is hereby given that a Special Meeting of Shareholders of the
Emerging Markets Portfolio (the "Portfolio") of Pacific Select Fund (the "Fund")
will be held at 10:30 a.m. Pacific Time, on March 19, 1999 at 700 Newport Center
Drive, Newport Beach, California 92660 for the following purposes:
I. To consider and vote on the approval of a new portfolio management
agreement among the Fund (on behalf of the Portfolio), Pacific Life
Insurance Company, and Blairlogie Capital Management, the current
portfolio manager for the Portfolio.
II. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on February 5,
1999, as the record date for determining shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Shareholders who do
not expect to attend the meeting are requested to complete, sign, and return the
enclosed proxy promptly, or to vote by calling 1-800-597-7836 or by accessing
our website http:\\pacificlife.proxyvoting.com. The enclosed proxy is being
solicited by the Board of Trustees of the Fund.
By Order of the Board of Trustees
By:______________________________
Audrey L. Milfs,
Secretary
Newport Beach, California
February 22, 1999
<PAGE>
-------------------------------------
PROXY STATEMENT
----------------------------------------
PACIFIC SELECT FUND
700 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
SPECIAL MEETING OF SHAREHOLDERS
OF THE EMERGING MARKETS PORTFOLIO
FEBRUARY 22, 1999
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of Pacific Select Fund (the "Fund")
for use at a Special Meeting of Shareholders of the Emerging Markets Portfolio
(the "Portfolio") of the Fund to be held at 10:30 a.m. Pacific Time on March 19,
1999 at 700 Newport Center Drive, Newport Beach, California 92660, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice. The
primary purpose of the meeting is for shareholders of the Portfolio to consider
and approve a new portfolio management agreement ("New Management Agreement")
among the Fund (on behalf of the Portfolio), Pacific Life Insurance Company
("Pacific Life"), the Fund's investment adviser, and Blairlogie Capital
Management ("Blairlogie"), the Portfolio's current portfolio manager. The date
of the first mailing of this proxy statement will be on or about February 22,
1999.
INTRODUCTION
Pacific Life, formerly known as Pacific Mutual Life Insurance Company,
acts as investment adviser to the Portfolio under an investment advisory
agreement ("Advisory Agreement") between the Fund, on behalf of the Portfolio,
and Pacific Life. As permitted by the Advisory Agreement, Pacific Life may hire
another advisory firm as sub-adviser or "portfolio manager" for each of the
Fund's portfolios, whose fees Pacific Life (and not the Fund) pays out of its
investment advisory fee. At the meeting, shareholders will be asked to consider
and approve the New Management Agreement among the Fund, Pacific Life and
Blairlogie. Blairlogie currently serves as the portfolio manager for the
Portfolio and will continue to serve the Portfolio in an identical capacity if
shareholders approve the New Management Agreement, which is attached as Exhibit
A.
<PAGE>
PROPOSAL I
APPROVAL OF A NEW PORTFOLIO MANAGEMENT AGREEMENT
Under Proposal I, shareholders are asked to approve the New Management
Agreement among the Fund (on behalf of the Portfolio), Pacific Life, and
Blairlogie. Blairlogie is the current portfolio manager for the Portfolio and
has served in that capacity since April 1, 1996 pursuant to a portfolio
management agreement dated December 27, 1995 and amended as of January 1, 1997
("Existing Management Agreement"). The Portfolio's shareholders last approved
the Existing Management Agreement on December 17, 1996.
In October 1998, the primary owners of Blairlogie agreed to sell their
ownership interests in Blairlogie to certain subsidiaries of Alleghany Asset
Management, Inc. ("Alleghany"), a wholly owned subsidiary of Alleghany
Corporation. For purposes of federal securities laws, this transaction will
result in a change of control of Blairlogie and a technical assignment of the
Existing Management Agreement. As required by the Investment Company Act of 1940
(the "1940 Act"), as amended, the Existing Management Agreement provides for its
automatic termination in the event of an assignment. Thus, shareholder approval
of the New Management Agreement is necessary to permit Blairlogie to continue
serving as portfolio manager after the completion of the transaction with
Alleghany.
The Transaction
PIMCO Advisors L.P. ("PIMCO Advisors"), an affiliate of Pacific Life,
Blairlogie Holdings Limited ("Holdings"), a wholly-owned subsidiary of PIMCO
Advisors, and Robert Stephens, former Managing Director of Blairlogie,
collectively own a 75% general partnership interest in Blairlogie. On October
24, 1998, PIMCO Advisors, Holdings, and Mr. Stephens (collectively, the
"Sellers") entered into a Purchase and Sale Agreement with certain subsidiaries
of Alleghany (collectively, the "Alleghany Entities") and certain other parties
under which the Sellers will sell their ownership interest in Blairlogie to the
Alleghany subsidiaries. In return, the Sellers will receive an aggregate payment
of approximately $6.6 million, subject to certain adjustments.
Under the Purchase and Sale Agreement, the Alleghany subsidiaries have
agreed to pay all expenses incurred in soliciting proxies for the meeting, the
cost of the Meeting itself, and any expenses incurred for other matters as are
necessary to obtain approval of the New Management Agreement.
Effect of the Transaction
The New Management Agreement, if approved, will not materially change
the manner in which Blairlogie manages the Portfolio's assets. Specifically, the
New Management Agreement will not change the Portfolio's current investment
objective of seeking long-term capital growth. In addition, Blairlogie has
informed the Fund that the transaction and the terms of the New Management
Agreement will not result in any material changes in the investment philosophy,
policies, or strategies of Blairlogie, and Blairlogie has not proposed any
changes to the investment policies of the Portfolio. Thus, following the
transaction, the Portfolio will continue to seek its investment objective by
investing primarily in common stocks of companies domiciled in countries
identified as "emerging market countries."
Moreover, following the transaction, Blairlogie will continue to
operate from its offices in Edinburgh, Scotland with the same personnel that
currently provides portfolio management services to the Portfolio. Under the
Purchase and Sale Agreement, certain key personnel of Blairlogie, including two
of its co-founders, Chief Investment Officer James Smith and Chief Executive
Officer Gavin Dobson, will be required to enter into employment agreements with
Blairlogie in order to assure that investment continuity will be maintained
following the transaction.
Comparison of the Existing and New Management Agreements
The transaction also will have no substantial effect on the contractual
relationship among the Fund, Pacific Life, and Blairlogie, as the terms of the
New Management Agreement are substantially similar to those of the Existing
Management Agreement.
As with the Existing Management Agreement, the New Management Agreement
will require Blairlogie, subject to the supervision of Pacific Life, to provide
a continuous investment program for the Portfolio and to determine the
composition of the assets of the Portfolio, including determination of the
purchase, retention, or sale of the securities, cash, and other investments for
the Portfolio, in accordance with the Portfolio's investment objective,
policies, and restrictions. Blairlogie will also continue to provide investment
research and analysis.
The New Management Agreement also mirrors the terms of the Existing
Management Agreement with respect to Blairlogie's liability in its capacity as
portfolio manager. Under both the New and Existing Management Agreements,
Blairlogie is not subject to liability for any damages, expenses, or losses to
the Fund in connection with or arising out of any investment advisory services
rendered to the Portfolio, except by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties thereunder, or reckless
disregard of its obligations as an investment adviser.
As with the Existing Management Agreement, the New Management Agreement
will terminate automatically in the event of its assignment. In addition, it may
be terminated by Pacific Life upon sixty days' written notice to Blairlogie and
the Fund, by Blairlogie upon sixty days' written notice to Pacific Life and the
Fund, or upon the vote of a majority of the Fund's Board of Trustees or a
majority of the outstanding voting shares of the Portfolio, upon sixty days'
written notice to Blairlogie.
During the fiscal year ended December 31, 1998 Pacific Life paid
[$_____] to Blairlogie for its services as portfolio manager under the Existing
Management Agreement. Had the New Management Agreement been in effect during the
most recent fiscal period, Pacific Life would have paid the same amount to
Blairlogie.
If approved by shareholders of the Portfolio, the New Management
Agreement will continue in effect for an initial term of two years, and will
continue from year to year thereafter, subject to annual approval by the Fund's
Board of Trustees as required by the 1940 Act. If shareholder approval is not
obtained, the Trustees will consider appropriate action to seek advisory
services for the Portfolio.
About Blairlogie
Blairlogie is a limited partnership formed under the laws of Scotland.
PIMCO Advisor and Holdings are the general partners of Blairlogie, with Holdings
serving as the Managing General Partner. The address of Blairlogie and Holdings
is 125 Prince Street, 4th Floor, Edinburgh EH2 4AD, Scotland. Blairlogie is a
wholly owned subsidiary of PIMCO Advisors. PIMCO Advisors and its subsidiary
partnerships had total assets under management of approximately $225.9 billion
as of September 30, 1998.
Blairlogie Capital Management, Ltd., the predecessor of Blairlogie,
commenced operations in 1992. As of December 31, 1998, accounts managed by
Blairlogie had combined assets of approximately $900 million, including the
following mutual fund that has an investment objective and investment policies
similar to those of the Portfolio:
<TABLE>
<CAPTION>
Name of Fund Advisory Fee (as a Net Assets
percentage of daily net assets (As of 12/31/98)
<S> <C> <C>
- ------------------------------------- ----------------------------------- -----------------------------------
PIMCO Multi-Manager
Series--Emerging Markets 0.85 $20.4 million
Portfolio
- ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>
James Smith has been the Chief Investment Officer and Managing Director
of Blairlogie since 1992 and is primarily responsible for the day to day
management of the Portfolio. He previously served as a Senior Portfolio Manager
at Murray Johnstone in Glasgow, Scotland, with responsibility for international
investment management for North American clients, and at Schroder Investment
Management in London.
Gavin R. Dobson, Chief Executive Officer and Managing Director of
Blairlogie Capital Management since 1992, oversees the relationship with the
Fund. He has 20 years of investment experience including the position of
President and Chief Operating Officer of Murray Johnstone International in
Chicago, Illinois from 1989 to 1992. Messrs. Dobson and Smith are two of
Blairlogie's co-founders and the business addresses of both are at Blairlogie.
In connection with the transaction with Alleghany, Messrs. Dobson and
Smith will enter into employment agreements with Blairlogie. By virtue of
employment compensation they will receive from such agreements, each of Messrs.
Smith and Dobson may be deemed to have a substantial interest in shareholder
approval of Proposal I.
About Alleghany
Alleghany is a wholly owned subsidiary of Alleghany Corporation.
Through its investment advisory affiliates, Alleghany manages assets for
institutional and private clients and also advises for nine mutual funds.
Other Considerations
Alleghany, Blairlogie, and Pacific Life have advised the Fund's Board
of Trustees that they intend to comply with Section 15(f) of the 1940 Act, which
provides a non-exclusive safe harbor for an investment adviser to an investment
company or any of the investment adviser's affiliated persons (as defined under
the 1940 Act) to receive any amount or benefit in connection with a change in
control of the investment adviser so long as two conditions are met. First, for
a period of three years after the transaction, at least 75% of the board members
of the investment company for which the adviser provides advisory services must
not be "interested persons" of the investment adviser or its predecessor
adviser. Accordingly, for the three-year period following the completion of the
transaction, the Fund will ensure that 75% or more of the Fund's trustees are
not "interested persons" of Blairlogie or Pacific Life.
Second, an "unfair burden" must not be imposed upon the investment
company as a result of such transaction or any express or implied terms,
conditions or understandings applicable thereto. The term "unfair burden" is
defined in Section 15(f) to include any arrangement during the two year period
after the transaction whereby the investment adviser, or any interested person
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its shareholders (other
than fees for bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter for such investment company). No such
compensation agreements are contemplated in connection with the transaction.
Board of Trustees Recommendation
On November 12, 1998, the Fund's Board of Trustees, including the
Trustees who are not interested persons of the Fund, Pacific Life, or
Blairlogie, unanimously voted to approve the New Management Agreement and to
recommend its approval to the Portfolio's shareholders. In determining to do so,
the Trustees considered various matters and materials provided by Alleghany,
Blairlogie, and Pacific Life. The Trustees considered the recommendation of
Pacific Life that the best interests of the Portfolio's shareholders would be
served if Blairlogie continued to serve as portfolio manager. Factors considered
by the Trustees included, among other things: (1) the nature and quality of the
services provided by Blairlogie, which are not expected to be negatively
impacted as a result of the proposed transaction; (2) Blairlogie's investment
and research personnel, as well as existing and anticipated institutional
resources, (3) the reasonableness of the compensation to be paid to Blairlogie
by Pacific Life for services provided by Blairlogie in light of the Portfolio's
emerging market focus; (4) the fact that Blairlogie would continue to serve in a
substantially identical manner under the New Management Agreement with no
increase in the total operating expenses for the Portfolio; and (5) the terms of
the proposed transaction and the absence of any anticipated negative impact on
Blairlogie's ability to provide management services to the Portfolio.
ACCORDINGLY, THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW MANAGEMENT AGREEMENT, UNANIMOUSLY
RECOMMEND THE APPROVAL OF THE NEW MANAGEMENT AGREEMENT AMONG PACIFIC LIFE, THE
FUND, AND BLAIRLOGIE.
OTHER MATTERS
The Trustees know of no other business to be brought before the meeting
other than as set forth above. If, however, any other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
form of proxy to vote on such matters in accordance with their best judgment.
VOTING INFORMATION
Approval of Proposal I requires a vote of 67% or more of the shares of
the Emerging Markets Portfolio that are present at the Meeting, if the holders
of more than 50% of the outstanding shares are present or represented by proxy
at the meeting, or the vote of more than 50% of the outstanding shares of the
Portfolio, whichever is less.
As of the close of business on February 5, 1999, the Record Date, there
were [______] outstanding shares of the Portfolio. As of the Record Date,
Pacific Life, through its separate accounts, owned all of the outstanding shares
of the Portfolio. Shares of the Portfolio have equal rights and privileges with
all other shares of the Portfolio and entitle their holders to one vote per
share, with proportional voting for fractional shares.
Pacific Life will vote shares of the Portfolio held by each of its
separate accounts that is registered as an investment company in accordance with
instructions received from investors having contract value therein. Pacific Life
also will vote shares of the Portfolio held in each such separate account for
which it has not received instructions in the same proportion as it votes shares
held by that separate account for which it has received instructions from
investors. Pacific Life will vote shares of the Portfolio held by unregistered
separate accounts in the manner described in the applicable offering documents.
Investors permitted to give instructions, and the number of shares for which
such instructions may be given to be voted at the meeting and any adjournment
thereof, will be determined as of the Record Date.
Shares held by shareholders present in person or represented by proxy
at the meeting will be counted both for the purpose of determining the presence
of a quorum and for calculating the votes cast on any proposal before the
meeting. Shares represented by timely and properly executed proxies will be
voted as specified. Executed proxies that are unmarked will be voted in favor of
the proposals set forth in the Notice.
A proxy may be revoked at any time prior to its exercise by written
notice, by execution of a subsequent proxy, or by attending the meeting and
voting in person. However, attendance at the meeting, by itself, will not serve
to revoke a proxy. An abstention on any proposal by a shareholder will be
counted for purposes of establishing quorum, but has the same effect as a
negative vote.
In the event that a sufficient number of votes to approve the proposal
is not received, Pacific Life may propose one or more adjournments of the
meeting to permit further solicitation of voting instructions, or for any other
purpose. A vote may be taken on any proposal prior to an adjournment if
sufficient votes have been received for approval. Any adjournment will require
the affirmative vote of a majority of those shares represented at the meeting in
person or by proxy. Unless otherwise instructed, proxies will be voted in favor
of any adjournment. At any subsequent reconvening of the meeting, proxies will
(unless previously revoked) be voted in the same manner as they would have been
voted at the meeting.
Investors may vote by proxy in three separate ways: (1) by completing
and mailing the enclosed proxy card; (2) by calling 1-800-597-7836 or (3) by
accessing the Fund's website at http:\\pacificlife.proxyvoting.com. In all cases
where an investor elects to vote either telephonically or electronically, the
investor will be prompted to provide a control number which will appear on the
proxy card. If the control number is correctly entered, the investor will be
provided with an explanation of the process and a recitation of the proposals
listed on the proxy card. The investor will then have the opportunity to give
his or her instructions on the proposals.
<PAGE>
INFORMATION ABOUT PACIFIC LIFE
Pacific Life, located at 700 Newport Center Drive, Newport Beach,
California, 92660, is a stock life insurance company domiciled in California.
Pacific Life's operations include both life insurance and annuity products as
well as financial and retirement services. As of September 30, 1998, Pacific
Life had [$93.9] billion of individual life insurance in force and total
admitted assets of approximately [$35.1] billion. Together with its subsidiaries
and affiliated enterprises, Pacific Life had total assets and funds under
management of $268.5 billion as of September 30, 1998.
Pacific Life was organized on January 2, 1868, under the name "Pacific
Mutual Life Insurance Company of California" and reorganized as "Pacific Mutual
Life Insurance Company" on July 22, 1936. On September 1, 1997, Pacific Life
converted from a mutual life insurance company to a stock life insurance company
ultimately controlled by a mutual holding company. Pacific Life is a subsidiary
of Pacific Life Corp, a holding company which, in turn, is a subsidiary of
Pacific Mutual Holding Company, a mutual holding company.
TRUSTEES AND OFFICERS
None of the Trustees and officers of the Fund is an officer or employee
of Alleghany. As of the Record Date, the officers and Trustees of the Fund as a
group beneficially owned less than [1%] of the outstanding shares of the
Portfolio.
INFORMATION ABOUT THE DISTRIBUTOR
Pacific Mutual Distributors, Inc. ("PMD"), 700 Newport Center Drive,
Newport Beach, California 92660, a subsidiary of Pacific Life, serves as the
Fund's distributor. PMD receives no remuneration from the Fund for its services.
EXPENSES OF THE MEETING
The cost of the meeting, the preparation, printing and mailing of the
enclosed proxy, Notice and this Proxy Statement, and all other costs incurred in
connection with the solicitation of proxies, will be paid by the Alleghany
subsidiaries.
PROPOSALS FOR FUTURE SHAREHOLDER MEETINGS
The Fund does not intend to hold shareholder meetings each year, but
meetings may be called by the Trustees from time to time. Proposals of
shareholders that are intended to be presented at a future shareholder meeting
must be received by the Fund 120 days prior to the Fund's solicitation of
proxies relating to such meeting. The persons named as proxies at such a meeting
may vote in their discretion with respect to any shareholder proposal submitted
after that date.
ANNUAL REPORT
An Annual Report for the Fund dated December 31, 1998 will be filed
with the Securities and Exchange Commission by March 1, 1999 and will be
available without charge upon request by calling (800) 800-7681 or by writing
the Fund at 700 Newport Center Drive, Newport Beach, CA 92660.
PLEASE TAKE A FEW MOMENTS TO COMPLETE YOUR PROXY PROMPTLY. YOU MAY DO
SO EITHER TELEPHONICALLY, ELECTRONICALLY, OR BY MAILING THE PROXY CARD IN THE
POSTAGE PAID ENVELOPE PROVIDED.
By order of the Trustees
Audrey L. Milfs
Secretary
<PAGE>
Exhibit A
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this _____ day of __________, 199__ between Pacific Life
Insurance Company ("Adviser"), a California corporation, and Blairlogie Capital
Management ("Portfolio Manager"), a Scottish (U.K.) limited partnership, and
Pacific Select Fund (the "Fund"), a Massachusetts Business Trust.
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate portfolios, with each such portfolio representing
interests in a separate portfolio; and
WHEREAS, the Fund currently offers multiple Portfolios, one of which is
designated as the Emerging Markets Portfolio, such Portfolio together with any
other Portfolios subsequently established by the Fund, with respect to which the
Fund and Adviser desire to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the
"Portfolios"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act")
and is registered with and regulated by Investment Managers Regulatory
Organization ("IMRO") in the United Kingdom; and
WHEREAS, the Fund has retained the Adviser to render investment
advisory services to the Portfolios pursuant to an Advisory Agreement, as
amended, and such Agreement authorizes the Adviser to engage Portfolio Manager
to discharge the Adviser's responsibilities with respect to the investment
management of the Portfolio, a copy of which has been provided to the Portfolio
Manager and is incorporated by reference herein; and
WHEREAS, the Fund and the Adviser desire to retain the Portfolio
Manager to furnish investment advisory services to one or more Portfolios of the
Fund, and the Portfolio Manager is willing to furnish such services to such
Portfolio and the Adviser in the manner and on the terms hereinafter set forth;
and
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Fund, the Adviser,
and the Portfolio Manager as follows:
<PAGE>
1. Appointment. The Fund and the Adviser hereby appoint Blairlogie
Capital Management to act as Portfolio Manager to the Emerging Markets Portfolio
("the Portfolio") for the periods and on the terms set forth in this Agreement.
The Portfolio Manager accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more portfolio other than the
Portfolio, the Adviser shall notify the Portfolio Manager in writing. If the
Portfolio Manager is willing to render such services, it shall notify the Fund
and Adviser in writing, whereupon such portfolio shall become a Portfolio
hereunder, and be subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of the Fund's
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolio and determine the composition of
the assets of the Portfolio, including determination of the purchase, retention,
or sale of the securities, cash, and other investments, including futures
contracts and options thereon, for the Portfolio. The Portfolio Manager will
provide investment research and analysis, which may consist of computerized
investment methodology, and will conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Portfolio. To the extent permitted by the investment policies of
the Portfolio, the Portfolio Manager shall make decisions for the Portfolio as
to foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Portfolio.
The Portfolio Manager is authorized to exercise tender offers, exchange offers
and to vote proxies on behalf of the Fund, each as the Portfolio Manager
determines is in the best interest of the Fund. In performing these duties, the
Portfolio Manager:
(a) Will (1) manage the Portfolio so that it will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code and
(2) manage the Portfolio so as to ensure compliance by the Portfolio with the
diversification requirements of Section 817(h) of the Internal Revenue Code and
Regulations issued thereunder. The Adviser will notify the Portfolio Manager of
any amendments to the Section 817(h) of the Internal Revenue Code and
Regulations issued thereunder. In managing the Portfolio in accordance with
these requirements, the Portfolio Manager shall be entitled to receive and act
upon advice of counsel to the Fund, counsel to the Adviser, or counsel to the
Portfolio Manager that is also acceptable to the Adviser.
<PAGE>
(b) In managing the Portfolio or Portfolios, the Portfolio
Manager shall conform with (1) the 1940 Act and all rules and regulations
thereunder, and releases and interpretations related thereto, (2) with all other
applicable federal and state laws and regulations pertaining to investment
vehicles underlying variable annuity and/or variable life insurance contracts,
(3) with any applicable procedures, policies and guidelines adopted by the
Fund's Board of Trustees, (4) with the Portfolio's objectives, investment
policies and investment restrictions as stated in the Fund's Prospectus and
Statement of Additional Information, and (5) with the provisions of the Fund's
Registration Statement filed on Form N-1A under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended from time to time.
Until the Adviser delivers any supplements or amendments to the Portfolio
Manager, the Portfolio Manager shall be fully protected in relying on the Fund's
Registration Statement previously furnished to the Portfolio Manager by the
Adviser.
(c) 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 allocate the orders placed
by it on behalf of the Portfolio to the Portfolio Manager if it is registered as
a broker or dealer with the SEC or as a FCM with the Commodities Futures Trading
Commission ("CFTC"), to any of its affiliates that are registered as a broker or
dealer with the SEC or as a FCM with the CFTC, or to such brokers and dealers
that also provide research or statistical research and material, or other
services to the Portfolio or the Portfolio Manager. Such allocation shall be in
such amounts and proportions as the Portfolio Manager shall determine consistent
with the above 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.
<PAGE>
(e) May, on occasions when the purchase or sale of a security
is deemed to be in the best interest of a Portfolio as well as any other
investment advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be so
sold or purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in the Fund's Registration Statement.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Portfolio Manager in a
manner that is fair and equitable in the judgment of the Portfolio Manager in
the exercise of its fiduciary obligations to the Fund and to such other clients.
(f) Will, in connection with the purchase and sale of
securities for the Portfolio, together with the Adviser, arrange for the
transmission to the custodian and recordkeeping agent for the Fund, on a daily
basis, such confirmation(s), trade tickets, and other documents and information,
including, but not limited to, Cusip, Sedol, or other numbers that identify
securities to be purchased or sold on behalf of the Portfolio, as may be
reasonably necessary to enable the custodian and recordkeeping agent to perform
its administrative and recordkeeping responsibilities with respect to the
Portfolio, and with respect to portfolio securities to be purchased or sold
through the Depository Trust Company, will arrange for the automatic
transmission of the confirmation of such trades to the Fund's custodian, and
recordkeeping agent, and, if required, the Adviser.
(g) Will assist the custodian and recordkeeping agent for the
Fund in determining or confirming, consistent with the procedures and policies
stated in the Registration Statement for the Fund, the value of any portfolio
securities or other assets of the Portfolio for which the custodian and
recordkeeping agent seeks assistance from the Portfolio Manager or identifies
for review by the Portfolio Manager.
(h) Will make available to the Fund and the Adviser promptly
upon request, any of the Portfolio's investment records and ledgers maintained
by the Portfolio Manager (which shall not include the records and ledgers
maintained by the custodian and recordkeeping agent for the Fund), as are
necessary to assist the Fund and the Adviser to comply with requirements of the
1940 Act and the Advisers Act, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any information
or reports in connection with such services which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
(i) Will regularly report to the Fund's Board of Trustees on
the investment program for the Portfolio and the issuers and securities
represented in the Portfolio's portfolio, and will furnish the Fund's Board of
Trustees with respect to the portfolio such periodic and special reports as the
Trustees and the Adviser may reasonably request.
<PAGE>
(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, 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 be responsible for making reasonable inquiries and
for reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
(i) been convicted, in the last ten (10) years, of
any felony or misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government securities broker,
government securities dealer, transfer agent, or entity or person required to be
registered under the Commodity Exchange Act, or as an affiliated person,
salesman, or employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by
reason of any misconduct, by order, judgment, or decree of any court of
competent jurisdiction from acting as an underwriter, broker, dealer, investment
adviser, municipal securities dealer, government securities broker, government
securities dealer, transfer agent, or entity or person required to be registered
under the Commodity Exchange Act, or as an affiliated person, salesman or
employee of any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from engaging in
or continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any security.
(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. 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.
<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 Portfolio;
(k) Costs, including the interest expenses, of borrowing
money;
(l) Costs and/or fees incident to meetings of the Fund's
shareholders, the preparation and mailings of prospectuses and reports of the
Fund to its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Fund's existence, and the registration of shares with federal
and state securities or insurance authorities;
(m) The Fund's legal fees, including the legal fees related to
the registration and continued qualification of the Fund's shares for sale;
<PAGE>
(n) Costs of printing "share" stock certificates, if any,
representing shares of the Fund;
(o) Trustees' fees and expenses of Trustees of the Fund who
are not officers, employees, or stockholders of the Portfolio Manager or any
affiliate thereof (except that the Adviser shall bear the expense of any trustee
who is an officer, employee, or stockholder of the Adviser or any affiliate
thereof);
(p) The Fund's pro rata portion of the fidelity bond required
by Section 17(g) of the 1940 Act, or other
insurance premiums;
(q) Association membership dues;
(r) Extraordinary expenses of the Fund as may arise including
expenses incurred in connection with litigation, proceedings and other claims
and the legal obligations of the Fund to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto (unless
Portfolio Manager is responsible for such expenses under Section 14 of this
Agreement); and
(s) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided and the expenses borne by
the Portfolio Manager pursuant to this Agreement, the Adviser will pay to the
Portfolio Manager a fee in accordance with the Fee Schedule attached to this
Agreement.
This fee will be computed and accrued daily and payable monthly.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not
be responsible for providing money for the initial capitalization of any
Portfolio.
7. Compliance.
(a) The Portfolio Manager agrees that it shall immediately
notify the Adviser and the Fund in the event (i) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment adviser; or
has commenced proceedings or an investigation that may result in any of these
actions, (ii) upon having a reasonable basis for believing that a Portfolio has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (iii) upon having a reasonable
basis for believing that the Portfolio has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or the
Regulations thereunder. The Portfolio Manager further agrees to notify the
Adviser and the Fund immediately of any material fact known to the Portfolio
Manager respecting or relating to the Portfolio Manager that is not contained in
the Registration Statement or prospectus for the Fund, or any amendment or
supplement thereto, or of any statement contained therein that becomes untrue in
any material respect.
<PAGE>
(b) The Adviser agrees that it shall immediately notify the
Portfolio Manager in the event (i) that the SEC has censured the Adviser or the
Fund; placed limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's registration as an investment
adviser; or has commenced proceedings or an investigation that may result in any
of these actions, (ii) upon having a reasonable basis for believing that a
Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code, and (iii) upon having a
reasonable basis for believing that the Portfolio has ceased to comply with the
diversification provisions of Section 817(h) of the Internal Revenue Code or the
Regulations thereunder.
8. Independent Contractor. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Adviser from time to time, have
no authority to act for or represent the Adviser in any way or otherwise be
deemed its agent. The Portfolio Manager understands that unless expressly
provided herein or authorized from time to time by the Fund, the Portfolio
Manager shall have no authority to act for or represent the Fund in any way or
otherwise be deemed the Fund's Agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Portfolio are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's or the
Adviser's request, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with
each other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry relating
to this Agreement or the Fund.
11. Responsibility and Control. Notwithstanding any other provision of
this Agreement, it is understood and agreed that the Fund shall at all times
retain the ultimate responsibility for and control of all functions performed
pursuant to this Agreement and reserves the right to direct, approve or
disapprove any action hereunder taken on its behalf by the Portfolio Manager.
12. Services Not Exclusive. It is understood that the services of the
Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Portfolio) or from engaging
in other activities.
<PAGE>
13. Liability. Except as provided in Section 14 and as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Fund and the Adviser agree that the Portfolio Manager, any affiliated person of
the Portfolio Manager, and each person, if any, who, within the meaning of
Section 15 of the 1933 Act, controls the Portfolio Manager shall not be liable
for, or subject to any damages, expenses, or losses in connection with, any act
or omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Portfolio Manager's duties, or by reason of
reckless disregard of the Portfolio Manager's obligations and duties under this
Agreement.
14. Indemnification.
(a) The Portfolio Manager agrees to indemnify and hold
harmless, the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "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 misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a 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 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.
<PAGE>
(b) The Adviser agrees to indemnify and hold harmless the
Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3)
of the 1940 Act of the Portfolio Manager and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls ("controlling person") the
Portfolio Manager (collectively, "Portfolio Manager Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which a Portfolio Manager Indemnified
Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act,
under any other statute, at common law or otherwise, arising out of the
Adviser's responsibilities as adviser of the Fund which (i) may be based upon
any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its
employees or representatives or any affiliate of or any person acting on behalf
of the Adviser (other than a Portfolio Manager Indemnified person) or (ii) may
be based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or prospectus covering Shares of
the Fund or any Portfolio, or any amendment thereof or any supplement thereto,
or the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement therein not misleading,
unless such statement or omission was made in reliance upon written information
furnished to the Fund or the Adviser or any affiliated person of the Adviser by
a Portfolio Manager Indemnified Person (other than a PL Indemnified Person);
provided however, that in no case is the indemnity of the Adviser in favor of
the Portfolio Manager Indemnified Persons deemed to protect such person against
any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and duties under
this Agreement.
15. Duration and Termination. This Agreement shall become effective as
of the date of execution first written above, and shall continue in effect from
such date until December 31, 1999 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.
<PAGE>
However, any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the 1940 Act) of a particular Portfolio
shall be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (b) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Fund, unless such approval shall be required by any other
applicable law or otherwise. In the event of termination for any reason, all
records of the Portfolio shall promptly be returned to the Adviser or the Fund,
free from any claim or retention of rights in such record by the Portfolio
Manager, although the Portfolio Manager may, at its own expense, make and retain
a copy of such records. This Agreement will terminate automatically in event of
its assignment (as that term is defined in the 1940 Act), but shall not
terminate in connection with any transaction not deemed an assignment within the
meaning of Rules 2a-6 under the 1940 Act, or any other rule adopted by the SEC
regarding transactions not deemed to be assignments. In the event this Agreement
is terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 2(g), 2(i), 9, 10, 11, 13, 14 and 16 of this Agreement as
well as any applicable provision of this Paragraph numbered 15 shall remain in
effect.
16. Use of Name.
(a) It is understood that the name "Pacific 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 "Blairlogie Capital
Management" or "Blairlogie" or any derivative thereof or logo associated with
that name is the valuable property of the Portfolio Manager and that the Adviser
has the right to use such name (or derivative or logo), in offering materials of
the Fund and/or Portfolio with the approval of the Portfolio Manager and for so
long as the Portfolio Manager is a Portfolio Manager to the Fund and/or the
Portfolio. Upon termination of this Agreement between the Adviser and the
Portfolio Manager, the Fund and the Adviser shall forthwith cease to use such
name (or derivative or logo).
17. Limitation of Liability. A copy of the Amended and Restated
Agreement and Declaration of Trust for the Fund is on file with the Secretary of
the Commonwealth of Massachusetts. The Agreement and Declaration of Trust has
been executed on behalf of the Trust by a Trustee of the Trust in his capacity
as Trustee of the Trust and not individually. The obligations of this Agreement
shall be binding upon the assets and property of the Fund and shall not be
binding upon any Trustee, officer, employee, agent or shareholder, whether past,
present, or future, of the Fund individually.
18. Miscellaneous.
(a) This Agreement shall be governed by the laws of
California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940 or rules or
orders of the SEC thereunder. The term "affiliate" or "affiliated person" as
used in this Agreement shall mean "affiliated person" as defined in Section
2(a)(3) of the 1940 Act.
<PAGE>
(b) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) To the extent permitted under Section 15 of this
Agreement, this Agreement may only be assigned by any party with prior written
consent of the other parties. Further, if there is a change in the general
partner(s) of the Portfolio Manager, the Portfolio Manager will promptly notify
the Fund of such change.
(d) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the provisions of
this Agreement shall be deemed to be severable. To the extent that any provision
of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise with regard to any party hereunder, such provisions with
respect to other parties hereto shall not be affected thereby.
<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:
BLAIRLOGIE CAPITAL MANAGEMENT
By: Blairlogie Holdings Limited,
Its General Partner
Attest:
By:
Title: Title:
PACIFIC SELECT FUND
Attest:
By:
Title: Title:
<PAGE>
PACIFIC SELECT FUND
FEE SCHEDULE
Portfolio: Emerging Markets Portfolio
Fee:
The Adviser will pay to the Portfolio Manager a fee at an annual rate equal to:
.85% of the first $50 million of the Emerging Markets Portfolio's
average daily net assets;
.75% on the next $50 million of the Emerging Markets Portfolio's
average daily net assets;
.70% on the next $50 million of the Emerging Markets Portfolio's
average daily net assets; and
.65% of the Emerging Markets Portfolio's average daily net assets in
excess of $150 million.
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
Voting Instructions - Please Select One Of These Voting Methods:
Vote by Paper Ballot: Please read
your proxy statement and read
each of the following proposals.
Vote by filling in on the ballot
the appropriate box representing
your vote on each proposal. Sign
and mail the card in the enclosed
return envelope.
Vote by INTERNET: Please read
your proxy statement and read
each of the following proposals.
Go to our website:
________________________________
where you will use this ballot
and the control number listed
below to vote on the proposals
applicable to the portfolios in
which you have invested. Follow
the on screen directions. Do not
mail your Proxy Card when you
vote online.
Vote by Telephone: Please read
your proxy statement and read
each of the following proposals.
Dial our toll free number
1-800-XXX-XXXX where you will use
this ballot and the control
number listed below to vote on
the proposals applicable to the
portfolios in which you have
invested. Do not mail your Proxy
Card when you vote by phone.
Your Control Number: 123 4567
8901 234
PLEASE VOTE VIA INTERNET
OR BY PHONE OR SIGN, DATE
AND PROMPTLY RETURN YOUR
PROXY IN THE ENCLOSED
ENVELOPE TODAY!
PROXY PROXY
VOTING INSTRUCTION / PROXY
PACIFIC SELECT FUND
EMERGING MARKETS PORTFOLIO
The undersigned owner of a variable life insurance policy or variable annuity
contract (collectively, "Variable Contracts") issued or administered by Pacific
Life Insurance Company ("Pacific Life") and funded by a separate account of
Pacific Life, hereby instructs Pacific Life or its designated attorneys and
proxies, on behalf of the pertinent separate account, to vote the shares of the
Emerging Markets Portfolio of Pacific Select Fund (the "Fund") attributable to
his or her Variable Contract at the meeting of shareholders of the Fund, to be
held at 10:30 a.m., Pacific Time, on March 19, 1999, at 700 Newport Center
Drive, Newport Beach, California, 92660, and at any adjournment thereof, in the
manner directed below, with respect to the matters referred to in the proxy
statement for the meeting, receipt of which is hereby acknowledged, and in the
discretion of Pacific Life upon such other matters as may properly come before
the meeting or any adjournment thereof.
NOTE: All designated owners of the
Variable Contract(s) shown on this
voting instruction must sign hereon. If
as an attorney, executor, trustee,
guardian or in some representative
capacity or as an officer of a
corporation or partnership, please add
title as such. Receipt of the Notice of
Meeting and Proxy Statement is hereby
acknowledged:
_______________________________________
Signature
_______________________________________
Signature
_______________________________________
Date
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY!
Please detach at perforation before mailing.
THIS VOTING INSTRUCTION IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND. The
Board of Trustees recommends a vote FOR the following Proposal:
FOR AGAINST ABSTAIN
1. To approve a new portfolio management
agreement among the Fund (on behalf of
the (Emerging markets Portfolio),
Pacific Life, and Blarlogie Capital
Management
This voting instruction will be voted as specified. IF NO SPECIFICATION IS MADE,
THIS VOTING INSTRUCTION WILL BE VOTED FOR THE PROPOSAL. If this voting
instruction is not returned or is not returned properly executed, such votes
will be cast by Pacific Life on behalf of the pertinent separate account in the
same proportion as it votes shares held by that separate account for which it
has received instruction from Variable Contract owners.
PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTION AND RETURN IT
IN THE ENCLOSED ENVELOPE PROMPTLY.
