EXHIBIT (d)(28)
FORM OF
ADDENDUM TO ADVISORY AGREEMENT
The Advisory Agreement made the 9/th/ day of November, 1987, and
subsequently amended on January 17, 1989, January 4, 1994, August 15, 1994,
November 20, 1995, December 18, 1998, December 15, 1999, January 28, 2000,
August 14, 2000, December 27, 2000, September 21, 2001, November 26, 2001 and
September 17, 2002 between the PACIFIC SELECT FUND (the "Fund"), a Massachusetts
business trust, and PACIFIC LIFE INSURANCE COMPANY (the "Adviser"), a
corporation organized under the laws of California, (the "Agreement") is hereby
amended by the addition of the provisions set forth in this Addendum to the
Agreement ("Addendum"), which is made this ____ day of __________ 2003.
WITNESSETH:
WHEREAS, the Fund is authorized to issue an unlimited number of shares
of beneficial interest ("Beneficial Interest") in separate series with each such
series representing interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Fund currently consists of thirty-three series designated
as the Money Market Portfolio, Managed Bond Portfolio, High Yield Bond
Portfolio, Inflation Managed Portfolio, Small-Cap Equity Portfolio, Main Street
Core Portfolio, Multi-Strategy Portfolio, International Value Portfolio, Equity
Index Portfolio, Growth LT Portfolio, Equity Portfolio, Emerging Markets
Portfolio, Aggressive Equity Portfolio, Mid-Cap Value Portfolio, Large-Cap Value
Portfolio, Small-Cap Index Portfolio, Real Estate Portfolio, Diversified
Research Portfolio, International Large-Cap Portfolio, I-Net Tollkeeper
Portfolio, Xxxxxxxx Portfolio, Focused 30 Portfolio, Global Growth Portfolio,
Mid-Cap Growth Portfolio, Capital Opportunities Portfolio, Technology Portfolio,
Financial Services Portfolio, Telecommunications Portfolio, Health Sciences
Portfolio, Aggressive Growth Portfolio, Blue Chip Portfolio, Equity Income
Portfolio and Research Portfolio (each referred to as a "Series" in the
Agreement, and hereinafter referred to as a "Portfolio"); and
WHEREAS, the Fund intends to establish two additional Portfolios to be
designated as the Short Duration Bond Portfolio and Small-Cap Value Portfolio;
and
WHEREAS, the Fund desires to appoint the Adviser as manager and
investment adviser to the Short Duration Bond Portfolio and Small-Cap Value
Portfolio under the provisions set forth in the Agreement; and
WHEREAS, the Adviser is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement,
the Fund hereby appoints the Adviser to act as manager and
investment adviser with respect to the Short Duration Bond
Portfolio and Small-Cap Value Portfolio which, in addition
to all other Portfolios previously established, shall be deemed one
of the Portfolios under the Agreement, subject to the terms and
conditions as specified in the Agreement, including section six
(6), "Compensation", as amended by this Addendum.
2. Section six (6) ("Compensation") of the Agreement is amended by
replacing the first paragraph with the following language: 1.
"6. Compensation. For the services provided and the expenses
borne by the Adviser pursuant to this Agreement, the Fund will pay
to the Adviser a fee at an annual rate on the Money Market
Portfolio of .40% of the first $250 million of the average daily
net assets of the Portfolio, .35% of the next $250 million of the
average daily net assets of the Portfolio, and .30% of the average
daily net assets of the Portfolio in excess of $500 million; on the
Managed Bond, High Yield Bond, Inflation Managed and Short Duration
Bond Portfolios of .60% of the average daily net assets of the
Portfolios; on the Small-Cap Equity, Large-Cap Core, Equity and
Multi-Strategy Portfolios of .65% of the average daily net assets
of the Portfolios; on the Growth LT Portfolio of .75% of the
average daily net assets of the Portfolio; on the Large-Cap Value,
International Value and Mid-Cap Value Portfolios of .85% of the
average daily net assets of the Portfolios; on the Equity Index
Portfolio of .25% of the average daily net assets of the Portfolio;
on the Emerging Markets Portfolio of 1.00% of the average daily net
assets of the Portfolio; on the Real Estate, Global Growth,
Technology, Financial Services, Telecommunications and Health
Sciences Portfolios of 1.10% of the average daily net assets of the
Portfolios; on the Aggressive Equity and Capital Opportunities
Portfolios of .80% of the average daily net assets of the
Portfolios; on the Small-Cap Index Portfolio of .50% of the average
daily net assets of the Portfolio; on the Diversified Research and
Mid-Cap Growth Portfolios of .90% of the average daily net assets
of the Portfolios; on the International Large-Cap Portfolio of
1.05% of the average daily net assets of the Portfolio; on the
I-Net Tollkeeper Portfolio of 1.25% of the average daily net assets
of the Portfolio; on the Xxxxxxxx, Focused 30, Blue Chip, Equity
Income and Small-Cap Value Portfolios of .95% of the average daily
net assets of the Portfolios; and on the Aggressive Growth and
Research Portfolios of 1.00% of the average daily net assets of the
Portfolios. This fee shall be computed and accrued daily and paid
monthly."
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PACIFIC SELECT FUND
Attest: By:_______________________________
-----------------------------
Name: Xxxxxx X. Milfs Name: Xxxxxx X. Xxxxxx
Title: Secretary Chairman of the Board & Trustee
PACIFIC LIFE INSURANCE COMPANY
Attest: By:______________________________
-----------------------------
Name: Xxxxxxx X. XxxXxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President Title: Chairman of the Board &
Chief Executive Officer
Attest: By:______________________________
-----------------------------
Name: Xxxxxxx X. XxxXxxxx Name: Xxxxxx X. Milfs
Title: Assistant Vice President Title: Vice President and Secretary
