ADVISORY FEE WAIVER AGREEMENT AMERICAN FUNDS GROWTH-INCOME PORTFOLIO OF PACIFIC SELECT FUND
Exhibit (d)(b)(2)
This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the
“Adviser”) and Pacific Select Fund (the “Trust”), on behalf of the American Funds Growth-Income
Portfolio, a portfolio of the Trust (the “Portfolio” or the “Feeder Portfolio”) is effective as of
May 1, 2007.
WHEREAS, the Trust is a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of
the series type;
WHEREAS, the Portfolio is a feeder portfolio and invests substantially all of its assets in
the Growth-Income Fund (the “Master Fund”) of the American Funds Insurance Series, a registered
open-end investment company;
WHEREAS, the Trust and the Adviser are parties to the Amended and Restated Investment Advisory
Agreement dated on January 1, 2005 (“Advisory Contract”), pursuant to which the Adviser provides
investment advisory services to the Portfolio for compensation based on the value of the average
daily net assets of the Portfolio; and
WHEREAS, pursuant to an order issued by the Securities and Exchange Commission to Pacific Life
Insurance Company (“Pacific Life”) on April 25, 2006 in connection with the substitution of the
American Funds Growth-Income Portfolio for the Equity Income Portfolio, Pacific Life agreed that in
the event the Master Fund level advisory fees and 12b-1 fees exceed 95 basis points, Pacific Life
will subsidize any fees in the excess of this amount for the life of the Portfolio or until that
fee is changed pursuant to a shareholder vote;
WHEREAS, Adviser seeks to maintain its advisory fee below such amount as would require Pacific
Life to subsidize the Portfolio; and
WHEREAS, Adviser seeks to have a competitive advisory fee for the Portfolio;
NOW THEREFORE, the parties hereto agree as follows:
| I. | Advisory Fee Waiver. |
| A. | Amount of Waiver. During the term of this Agreement, for so long as the Feeder Portfolio invests substantially all of its assets in the Master Fund (Growth-Income Fund), the Adviser hereby agrees to waive a portion of its investment advisory fee for the Feeder Portfolio so that its advisory fee does not exceed an annual rate of 0.41%. |
| II. | Term and Termination of Agreement. |
| A. | This agreement shall have an initial term of one year, commencing on May 1, 2007 and ending on April 30, 2008. This Agreement shall automatically renew for successive one-year terms (each a one-year term) ending April 30th of each year, unless the Adviser provides written notice of the termination of this Agreement to the Trust prior to the termination of the applicable one-year term. | ||
| B. | Notwithstanding sub-paragraph (A) above, this Agreement shall terminate upon termination of the Advisory Contract, or it may be terminated by the Trust, without payment of any penalty, upon ninety (90) days’ prior written notice to the Adviser at its principal place of business. |
| III. | Miscellaneous. |
| A. | Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any provisions hereof or otherwise affect their construction or effect. | ||
| B. | Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Contract or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Contract or the 1940 Act. | ||
| C. | Choice of Law. This Agreement shall be governed by the law of the State of California, without regard to the conflicts of law provisions thereof. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective
officers thereunto duly authorize and their respective corporate seals to be hereunto affixed, as
of the day and year first above written.
| PACIFIC SELECT FUND | PACIFIC LIFE FUND ADVISORS LLC | |||||||||
BY:
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/s/ Xxxx Xxx Xxxxx
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BY: | /s/ Xxxxxx X. Xxxxxxxx
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| Title: President | Title: Vice President | |||||||||
| BY: | /s/ Xxxxxx X. Milfs
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| Title: Secretary | ||||||||||
