Exhibit (d)(3)
FORM OF
FUND MANAGEMENT AGREEMENT
AGREEMENT made this ___ day of _____________, 2001 among Pacific Life
Insurance Company, a California Company ("Pacific Life"), Pacific Investment
Management Company, LLC ("PIMCO"), a Delaware limited liability company, and
Pacific Funds, a Delaware Business Trust ("Pacific Funds").
WHEREAS, Pacific Funds is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company and is authorized to issue separate series, each of which
will offer a separate class of shares of beneficial interest, each series having
its own investment objective, policies and limitations;
WHEREAS, Pacific Funds currently offers multiple series, one of which is
designated as the Managed Bond Fund, such Fund together with any other Funds
subsequently established by Pacific Funds, with respect to which Pacific Funds
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 "Funds"; and
WHEREAS, Pacific Funds has retained Pacific Life to render investment
management and administrative services to the Fund;
WHEREAS, Pacific Life represents and warrants that it is a duly registered
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act"),
as amended;
WHEREAS, PIMCO represents and warrants that it is a duly registered investment
adviser under the Advisers Act, as amended; and
WHEREAS, Pacific Life and Pacific Funds desire to retain PIMCO to furnish
portfolio management services to the Managed Bond Fund in connection with
Pacific Life's investment management activities on behalf of the Fund, and PIMCO
is willing to furnish such services to Pacific Life and Pacific Funds;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between Pacific Life, PIMCO and Pacific Funds as
follows:
1. Appointment. Pacific Life and Pacific Funds hereby appoint PIMCO to act
as Portfolio Manager to the PF PIMCO Managed Bond Fund, (the "Fund"), for the
periods and on the terms set forth in this Agreement. PIMCO accepts such
appointment and agrees to furnish the services herein set forth, for the
compensation herein provided.
In the event Pacific Funds designates one or more classes other than the Fund
with respect to which Pacific Life and Pacific Funds desire to retain PIMCO to
render portfolio management services hereunder, they shall notify PIMCO in
writing. If PIMCO is willing to render such services, it shall notify Pacific
Life and Pacific Funds in writing, whereupon such class shall become a Fund
hereunder, and be subject to this Agreement.
2. Portfolio Manager Duties. Subject to the supervision of Pacific Funds'
Board of Trustees and Pacific Life, the Portfolio Manager will provide a
continuous investment program for the Fund and determine the composition of the
assets of the Fund, including determination of the purchase, retention, or sale
of the securities, cash, and other investments, including futures contracts and
options thereon, for the Fund. 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 Fund's assets by determining the securities and other
investments that shall be purchased, entered into, sold, closed, or exchanged
for
the Fund, when these transactions should be executed, and what portion of the
assets of the Fund 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 Fund. To the
extent permitted by the investment policies of the Fund, the Portfolio Manager
shall make decisions for the Fund 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 Fund. The Portfolio Manager is authorized to
exercise tender offers, exchange offers and to vote proxies on behalf of Pacific
Funds, each as the Portfolio Manager determines is in the best interest of
Pacific Funds. In performing these duties, the Portfolio Manager:
(a) Will manage the Fund in a manner that complies with requirements
imposed upon regulated investment companies under Subchapter M of the Internal
Revenue Code.
(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
Pacific Funds, Pacific Life 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 Pacific Life informs Portfolio Manager of applicable state insurance
laws relating to the investment and management of the Fund and notifies
Portfolio Manager of any changes thereto, (3) with any applicable procedures,
policies and guidelines adopted by Pacific Funds' Board of Trustees, (4) with
the Fund's objectives, investment policies and investment restrictions as stated
in Pacific Funds' Prospectus and Statement of Additional Information, and (5)
with the provisions of Pacific Funds' 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 Pacific Life delivers any
supplements or amendments to the Portfolio Manager, the Portfolio Manager shall
be fully protected in relying on Pacific Funds' Registration Statement
previously furnished to the Portfolio Manager by Pacific Life.
(c) Will: (1) use its best efforts to identify each position in the Fund
that constitutes stock in a Passive Foreign Investment Company ("PFIC"), as that
term is defined in Section 1296 of the Internal Revenue Code, and (2) make such
determinations and inform Pacific Life at least annually, (or more often and by
such date(s) as Pacific Life 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 Fund, 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 Fund, taking into account the factors specified in the
Prospectus and Statement of Additional Information for Pacific Funds, 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 Fund 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
Fund 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 Fund 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 Fund 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 Pacific
Life and Board of Trustees of Pacific Funds, indicating the brokers, dealers or
FCMs to which such allocations have been made and the basis therefor.
(e) May from time to time seek research assistance and rely on investment
management resources available to it through its affiliated companies, but in no
case shall such reliance relieve the Portfolio Manager of any of its obligations
hereunder, nor shall the Fund be responsible for any additional fees or expenses
hereunder as a result.
(f) May, on occasions when the purchase or sale of a security is deemed to
be in the best interest of a Fund 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 Pacific Funds' Registration Statement. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the judgment of the Portfolio Manager in the
exercise of its fiduciary obligations to Pacific Funds and to such other
clients.
(g) Will, in connection with the purchase and sale of securities for the
Fund, together with Pacific Life, arrange for the transmission to the
custodian and recordkeeping agent for Pacific Funds, 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 Fund, as may be reasonably necessary
to enable the custodian and recordkeeping agent to perform its administrative
and recordkeeping responsibilities with respect to the Fund, 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 Pacific Funds' custodian, and recordkeeping agent, and, if
required, Pacific Life.
(h) Will assist the custodian and recordkeeping agent for Pacific Funds in
determining or confirming, consistent with the procedures and policies stated in
the Registration Statement for Pacific Funds, the value of any portfolio
securities or other assets of the Fund for which the custodian and recordkeeping
agent seeks assistance from the Portfolio Manager or identifies for review by
the Portfolio Manager.
(i) Will make available to Pacific Funds and Pacific Life promptly upon
request, any of the Fund'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 Pacific Funds), as are necessary to
assist Pacific Funds and Pacific Life to comply with requirements of the 1940
Act and 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 Pacific Funds are being conducted in a manner
consistent with applicable laws and regulations.
(j) Will regularly report to Pacific Funds' Board of Trustees on the
investment program for the Fund and the issuers and securities represented in
the Fund's portfolios, and will furnish the Pacific Funds' Board of Trustees
with respect to the Fund, such periodic and special reports as the Trustees and
Pacific Life may reasonably request, including, but not limited to, the monthly
compliance checklist, monthly tax compliance worksheet, reports regarding
compliance with Pacific Funds' procedures pursuant to Rules 17e-1, 17a-7, 10f-3
and 12d3-1 under the
1940 Act, 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 Pacific Life may request from time to time.
(k) 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
Pacific Funds 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. Pacific Funds and Pacific Life 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 Pacific
Funds 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.
(l) Shall not permit any employee of the Portfolio Manager to have any
material connection with the handling of the Fund 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.
(m) Shall provide to Pacific Life a copy of the Portfolio Manager's Form
ADV as filed with the Securities and Exchange Commission and a list of persons
who the Portfolio Manager wishes to have authorized to give written and/or oral
instructions to Custodians of Pacific Funds assets for the Portfolios.
3. Expenses. During the term of this Agreement, PIMCO will pay all expenses
incurred by it, its staff and their activities, in connection with its portfolio
management under this Agreement. This does not include costs payable by Pacific
Funds, the Custodian or Pacific Life.
4. Compensation. For the services provided and the expenses borne by the
Portfolio Manager pursuant to this Agreement, Pacific Life will pay to the
Portfolio Manager a fee based on the average daily net assets of the Managed
Bond Fund, at an annual rate equal to .__% of the Fund's average daily net
assets on _____________________________________________________________________.
This fee shall be computed and accrued daily and payable monthly.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, PIMCO hereby agrees that all records which it maintains for
the Fund are the property of Pacific Funds and further agrees to surrender
promptly to Pacific Funds any of such records upon Pacific Funds' request.
PIMCO further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940
Act and to preserve the records required by Rule 204-2 under the Advisers Act
for the period specified in the Rule.
6. Indemnification. PIMCO agrees to indemnify and hold harmless, Pacific
Life, any affiliated person within the meaning of Section 2(a)(3) of the 1940
Act ("affiliated person") of Pacific Life and each person, if any who, within
the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"),
controls ("controlling person") Pacific Life against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses), to
which Pacific Life or such affiliated person or controlling person may become
subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute,
at common law or otherwise, arising out of PIMCO's responsibilities as Portfolio
Manager of Pacific Funds which (1) may be based upon any misfeasance,
malfeasance, or nonfeasance by PIMCO, any of its employees or representatives or
any affiliate of or any person acting on behalf of PIMCO, or (2) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering the shares of
Pacific Funds or any Funds or any amendment thereof or any supplement thereto or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon written information
furnished to Pacific Life, Pacific Funds or any affiliated person of Pacific
Funds by PIMCO or any affiliated person of PIMCO; provided, however, that in no
case is PIMCO's indemnity in favor of Pacific Life or any affiliated person or
controlling person of Pacific Life deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligation and duties under
this Agreement.
Pacific Life agrees to indemnify and hold harmless PIMCO, any affiliated
person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated
person") of PIMCO and each person, if any, who, within the meaning of Section
15 of the 1933 Act controls ("controlling person") PIMCO against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which PIMCO or such affiliated person or controlling person may
become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any
other statute, at common law or otherwise, arising out of Pacific Life's
responsibilities as Investment Adviser of Pacific Funds which (1) may be based
upon any misfeasance, malfeasance, or nonfeasance by Pacific Life, any of its
employees or representatives or any affiliate of or any person acting on behalf
of Pacific Life or (2) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering shares of Pacific Funds or any Funds or any amendment thereof or any
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading unless such statement or omission was made in reliance
upon written information furnished to Pacific Life or any affiliated person of
Pacific Life by PIMCO or any affiliated person of PIMCO; provided however, that
in no case is the indemnity of Pacific Life in favor of PIMCO, or any affiliated
person or controlling person of PIMCO deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement.
Except as may otherwise be required by the 1940 Act or the rules thereunder,
Pacific Funds agrees that PIMCO, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act of PIMCO and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls PIMCO shall not be liable, or
subject to any damages, expenses or losses, in connection with any act or
omission connected with or arising out of any investment advisory services
rendered under this Agreement, except by reason of willful misfeasance, bad
faith or gross negligence in the performance of PIMCO's duties or by reason of
reckless disregard of PIMCO's obligations and duties under this Agreement.
7. Control. Notwithstanding any other provision of the Agreement, it is
understood and agreed that Pacific Funds shall at all times retain the ultimate
responsibility for and control of all functions performed pursuant to this
Agreement and reserve the right to direct, approve or disapprove any action
hereunder taken on its behalf by PIMCO.
8. Services Not Exclusive. It is understood that the services of PIMCO are
not exclusive, and nothing in this Agreement shall prevent PIMCO from providing
similar services to other clients, including investment companies (whether or
not their investment objectives and policies are similar to those of the
Fund) or from engaging in other activities.
9. Duration and Termination. This Agreement shall become effective as of
_________________. Unless terminated as provided herein, the Agreement shall
remain in full force and effect for two years for a term ending December 31,
2002 and continue on an annual basis with respect to each Fund unless terminated
in accordance with the following sentence; provided that such annual continuance
is specifically approved each year by (a) the vote of a majority of the entire
Board of Trustees of Pacific Funds, or by the vote of a majority of the
outstanding voting securities of each Fund (as defined in the 1940 Act), and (b)
the vote of a majority of those Trustees who are not parties to this Agreement
or interested persons (as such term is defined in the 0000 Xxx) of any such
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. In the event this Agreement is not approved in the
manner described in the preceding sentence, the paragraph numbered six (6), of
this Agreement shall remain in effect as well as any applicable provision of
this paragraph numbered nine (9) and PIMCO shall not provide any services for
such Fund or receive any fees on account of such Fund that fails to so approve
of this Agreement. Notwithstanding the foregoing, this Agreement may be
terminated: (a) by Pacific Life at any time without penalty, upon sixty (60)
days' written notice to PIMCO and Pacific Funds (b) at any time without payment
of any penalty by Pacific Funds, upon the vote of a majority of Pacific Funds'
Board of Trustees or a majority of the outstanding voting securities of each
Fund, upon sixty (60) day's written notice to PIMCO, or (c) by PIMCO at any time
without penalty by PIMCO, upon sixty (60) day's written notice to Pacific Life
and Pacific Funds. In the event of termination for any reason, all records of
each Fund for which the Agreement is terminated shall promptly be returned to
Pacific Life or Pacific Funds, free from any claim or retention of rights by
PIMCO: the Agreement shall automatically terminate in the event of its
assignment (as such term is defined in the 1940 Act).
10. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (1) the holders of a majority of
Pacific outstanding voting securities of the Portfolios, and (2) the Trustees of
the Funds, including a majority of the Trustees of Pacific Funds who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
11. Use of Name. It is understood that the name "Pacific Life Insurance
Company" and "Pacific Life", and "Pacific Funds" and any derivative thereof or
logo associated with those names are the valuable property of the Adviser and
its affiliates. Portfolio Manager shall not use such names (or derivatives or
logos) without the prior written approval of the Adviser and only for so long as
the Adviser is an investment adviser to Pacific Funds and/or the Funds. 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).
It is understood that the name (PIMCO) Pacific Investment Management Company
or any derivative thereof or logo associated with that name is the valuable
property of PIMCO and its affiliates and that Pacific Funds and/or the Funds
have the right to use such name (or derivative or logo) in offering materials of
Pacific Funds with the approval of PIMCO and for so long as PIMCO is Portfolio
Manager to Pacific Funds and/or the Funds. Upon termination of
this Agreement between Pacific Funds (or Funds), Pacific Life, and PIMCO,
Pacific Funds (or Funds) shall forthwith cease to use such name (or derivative
or logo).
12. Notices
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All notices and other communications hereunder shall be in writing
sent by facsimile first, if practicable, but shall only be deemed given if
delivered in person or by messenger, cable, certified mail with return receipt,
or by a reputable overnight delivery service which provides evidence of receipt
to the parties at the following addresses (or at such other address or number
for a party as shall be specified by like notice):
A. if to the Portfolio Manager, to:
Pacific Investment Management Co.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile transmission number: 000-000-0000
Attention: Xxxxxx Xxxxxx
B. if to the Adviser, to:
Pacific Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile transmission number: 000-000-0000
Attention: Xxxxx X. Xxxxx
C. if to the Fund, to:
Pacific Funds
c/o Pacific Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Facsimile transmission number: 000-000-0000
Attention: Xxxxx X. Xxxxx
13. Miscellaneous.
a. This Agreement shall be governed by the laws of the State of
California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder.
b. The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
c. To the extent permitted under Section 9 of the Agreement, this
Agreement may not be assigned by any party without the prior written consent of
the other parties.
d. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
e. Nothing herein shall be construed as constituting PIMCO as an agent of
Pacific Funds or Pacific Life.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PACIFIC LIFE INSURANCE COMPANY
Attest: By:
------------------------------ -----------------------------------
Name: Name:
Title: Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY, LLC
Attest: By:
------------------------------ -----------------------------------
Name: Name:
Title: Title:
PACIFIC FUNDS
Attest: By:
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Name: Name:
Title: Title:
PACIFIC FUNDS
FEE SCHEDULE
Fund: PF PIMCO Managed Bond
Fee: The Adviser will pay to the Fund Manager a monthly fee of 0.25% based on
an annual percentage of the combined average daily net assets of the PF
PIMCO Managed Bond Fund and the Inflation Managed and Managed Bond
Portfolios of the Pacific Select Fund:
These fees for services shall be prorated for any portion of a year in which the
Agreement is not effective.