EXHIBIT 99.5(h)
Transfer and Assumption Agreement - Greenwich Street Advisors
Form of
TRANSFER AND ASSUMPTION OF
PORTFOLIO MANAGEMENT AGREEMENT
for
PACIFIC SELECT FUND
TRANSFER AND ASSUMPTION OF PORTFOLIO MANAGEMENT AGREEMENT, made as of the
31st day of December, 1994, by and among Pacific Mutual Life Insurance Company
("Adviser"), a California corporation, Pacific Select Fund (the "Fund"), a
Massachusetts Business Trust, Mutual Management Corp. ("MMC"), on behalf of its
Greenwich Street Advisors Division, a New York corporation, and Xxxxx Xxxxxx
Mutual Funds Management Inc. ("SBMFM"), on behalf of its Greenwich Street
Advisors Division, a Delaware corporation.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "Act"); and
WHEREAS, the Fund currently offers multiple series, two of which are
designated as the Equity Series and the Bond and Income Series, such Series
together with any other series subsequently established by the Fund, with
respect to which the Fund and Adviser desire to retain SBMFM to render
investment advisory services hereunder, and with respect to which SBMFM is
willing to do so, being herein collectively referred to also as the "Series";
and
WHEREAS, the Fund, Adviser, and MMC entered into a Portfolio Management
Agreement on December 5, 1994, under which MMC serves as the portfolio manager
(the "Portfolio Manager") for Series of the Fund; and
WHEREAS, MMC desires that its interest, rights, responsibilities and
obligations in and under the Portfolio Management Agreement be transferred to
SBMFM and SBMFM desires to assume MMC's interest, rights, responsibilities and
obligations in and under the Portfolio Management Agreement; and
WHEREAS, this Agreement does not result in a change of actual control or
management of the Portfolio Manager to the Series and, therefore, is not an
"assignment" as defined in Section 2(a)(4) of the Act nor an "assignment" for
the purposes of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. Assignment. Effective as of December 31, 1994 (the "Effective Date"),
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MMC hereby transfers to SBMFM all of MMC's interest, rights, responsibilities
and obligations in and under the Portfolio Management Agreement dated December
5, 1994, to which MMC is a party with the Fund and adviser.
2. Assumption and Performance of Duties. As of the Effective Date, SBMFM
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hereby accepts all of MMC's interest and rights, and assumes and agrees to
perform all of MMC's responsibilities and obligations in and under the Portfolio
Management Agreement; SBMFM agrees to subject to all of the terms and
conditions of said Agreement; and SBMFM shall indemnify and hold harmless MMC
from any claim or demand made thereunder arising or incurred after the Effective
Date.
3. Representation of SBMFM. SBMFM represents and warrants that: (1) it
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is registered as an investment adviser under the Investment Advisers Act of
1940, as amended; and (2) Xxxxx Xxxxxx Holdings Inc. is its sole shareholder.
4. Consent. The Fund and Adviser hereby consent to this transfer by MMC
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to SBMFM of MMC's interest, rights, responsibilities and obligations in and
under the Portfolio Management Agreement and to the acceptance and assumption by
SBMFM of the same. The Fund and the Adviser agree, subject to the terms and
conditions of said Agreement, to look solely to SBMFM for the performance of the
Portfolio Manager's responsibilities and obligations under said Agreement from
and after the Effective Date, and to recognize as inuring solely to SBMFM the
interest and rights heretofore held by MMC thereunder.
5. Limitation of Liability of Trustees, Officers, and Shareholders. It
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is expressly agreed that the obligations of the Fund hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents, or
employees of the Fund, personally, but shall bind assets and trust property of
the Fund as provided in the Declaration of Trust of the Fund. The execution and
delivery of this Agreement have been authorized by the Trustees of the Fund and
signed by the President of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them, personally, but shall bind assets and trust property
of the Fund as provided in its Declaration of Trust.
6. Counterparts. This Agreement may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers hereunto duly attested.
Attest: PACIFIC SELECT FUND
/s/ XXXXX X. XXXXXX By: /s/ XX XXXXXX
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Chairman and Chief Executive
Officer
Attest:
/s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Chief Financial Officer
Attest: MUTUAL MANAGEMENT CORP.
/s/ XXXXX X. XxXXXXX By: /s/ XXXXXXX XXXXXXXX
Xxxxx X. XxXxxxx Xxxxxxx Xxxxxxxx
Title: Chairman and Chief Executive
Officer
Attest: XXXXX XXXXXX MUTUAL FUNDS
MANAGEMENT INC.
/s/ XXXXX X. XxXXXXX By: /s/ XXXXXXX XXXXXXXX
Xxxxx X. XxXxxxx Xxxxxxx Xxxxxxxx
Title: Chairman and Chief Executive
Officer
