PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Exhibit
(d)(44)
The Portfolio Management Agreements (the “Agreements”), the first made the 18th day of
December, 1998 and the second made January 1, 2005 by and among Pacific Life Insurance Company
(“Investment Adviser”), a California corporation, Lazard Asset Management LLC (“Portfolio
Manager”), a Delaware limited liability company, and Pacific Select Fund, a Massachusetts business
trust (“Fund”), are hereby amended to add the provisions set forth below (together the
“Amendment”), which is made this 4th day of May, 2005.
In consideration of the renewal of the premises, the promises, and the mutual covenants
contained in the Agreement and the good and fair consideration paid in connection with that
Agreement.
Section 2 of the Agreement, Portfolio Manager Duties, is amended to add the following:
1. Portfolio Manager will provide reasonable assistance to the Investment Adviser, the Fund, and
any of its or their trustees, directors, officers, and/or employees in complying with the
provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) to the extent such provisions relate to the
services to be provided by, and the obligations of, the Portfolio Manager hereunder. Specifically,
and without limitation to the foregoing, the Portfolio Manager agrees to provide certifications to
the principal executive and financial officers of the Fund (the “Certifying Officers”) that
correspond to and/or support the certifications required to be made by the Certifying Officers in
connection with the preparation and/or filing of the Fund’s Form N-CSR, Form N-Q, shareholder
reports, financial statements, and disclosure documents, in such form and content as the Fund shall
reasonably request. The Investment Adviser and the Fund understand and agree that the Portfolio
Manager is not responsible for the Investment Adviser’s or the Fund’s compliance with SOX, or with
any rules adopted by the SEC thereunder.
2. Portfolio Manager shall prepare and file Schedule 13G and Form 13F for securities held in each
Portfolio it manages.
3. The Portfolio Manager and its affiliated persons are permitted to enter into transactions with
the other portfolios of the Fund and affiliated persons of those other portfolios of the Fund
(collectively, the “Other Portfolios”). In doing so, the Portfolio Manager is prohibited from
consulting with the Investment Adviser or the portfolio managers of these Other Portfolios
concerning securities transactions of the Portfolios except for the purpose of complying with the
conditions of Rule 12d 3-1(a) and (b) under the Investment Company Act of 1940.
4. Portfolio Manager will exercise voting rights on portfolio securities held by a Portfolio in
accordance with written policies and procedures adopted by the Portfolio Manager, which may be
amended from time to time, and which at all times shall comply with the requirements under proxy
voting rules adopted by the SEC (the “Proxy Voting Rules”), including, without limitation, (i) the
requirement that such policies and procedures address how a Portfolio will determine how to vote
when a matter presents a conflict of interest; and (ii) proxy record keeping procedures;
(collectively, “Proxy Voting Policies and Procedures”). The Portfolio Manager shall vote proxies
on behalf of each Portfolio in a manner deemed by the Portfolio Manager to be in the best interests
of each Portfolio pursuant to the Portfolio Manager’s written Proxy Voting Policies and Procedures.
The Portfolio Manager shall report to the Investment Adviser in a timely manner, a record of all
proxies voted in accordance with the form and format required under Form N-PX and the Proxy Voting
Rules. The Portfolio Manager shall certify at least annually or more often as may
reasonably be requested by the Investment Adviser, as to its compliance with its own proxy
procedures and Proxy Voting Rules.
Portfolio Manager acknowledges and agrees that the Fund may provide disclosure, notices, and
information concerning the availability of the Portfolio Manager’s Proxy Voting Policies and
Procedures and shall disclose the voting record of each Portfolio, as required under the Proxy
Voting Rules.
5. Upon request by the Investment Adviser, Portfolio Manager agrees to reimburse the
Investment Adviser for costs associated with certain supplements (“Supplements”). Such Supplements
are those generated due to changes by Portfolio Manager requiring immediate disclosure in the
prospectus and for which, at the time of notification by Portfolio Manager to Investment Adviser of
such changes, the Fund is not already generating a supplement for other purposes or for which the
Fund does not wish to add such changes to a pending supplement. Investment Adviser may request
reimbursement from Portfolio Manager for some or all of the costs associated with generating such
Supplements. Reimbursable costs may include, but are not limited to, costs of preparation, filing,
printing, and/or distribution of such Supplements to all existing variable product contract and
policy holders that are eligible to use the Fund as their underlying investment vehicle. Such
changes by Portfolio Manager include, but are not limited to, changes to its structure, to
investment personnel, to investment style or management. Such changes will not be unreasonably
withheld from a pending supplement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and
year provided above for the Amendment.
PACIFIC LIFE INSURANCE COMPANY
By:
|
/s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxx X. Xxxx | |||||||||||
| Name: Xxxxx X. Xxxxxxx | Name: Xxxx X. Xxxx | |||||||||||||
| Title: President | Title: Assistant Secretary | |||||||||||||
LAZARD ASSET MANAGEMENT LLC
By:
|
/s/ | Xxxxxxx X. Xxxxxxx | ||||
Name:
|
Xxxxxxx X. Xxxxxxx | |||||
Title:
|
Deputy Chairman | |||||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|||
| Name: Xxxxx X. Xxxxxxx | ||||
| Title: President | ||||
