PACIFIC SELECT FUND AMENDMENT TO THE PORTFOLIO MANAGEMENT AGREEMENT
Exhibit (d)(62)
The Portfolio Management Agreement (the “Agreement”) made the 1st day of May, 2003
by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Xxxxxx
Xxxxxxx Investment Management Inc., a Delaware corporation, doing business as Xxx Xxxxxx
(“Portfolio Manager”), and Pacific Select Fund, a Massachusetts business trust (“Fund”), is hereby
amended to add the provisions set forth below (together the “Amendment”), which is made this 4th
day of October, 2005.
W I T N E S S E T H
WHEREAS, the Portfolio Manager currently serves as an investment sub-adviser to the Fund,
pursuant to the Agreement, as may be amended thereafter; and
WHEREAS, the Portfolio Manager and the Investment Adviser wish to amend certain provisions of
the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,
the parties hereto agree as follows:
1. Section 2 of the Agreement, Portfolio Manager Duties, is amended to add the
following:
A. If requested, the Portfolio Manager agrees to provide certifications (each, a
“Sub-Certification”) 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 under the Xxxxxxxx-Xxxxx Act of 2002 in connection with the
preparation and filing of the Fund’s Form N-CSR in such form and content as the Investment
Adviser and Portfolio Manager shall reasonably agree from time to time. Such
Sub-Certifications shall at all times be limited to matters directly relating to the
services to be provided by, and the obligations of, the Portfolio Manager hereunder.
B. In performance of its duties and obligations under this Agreement, the Portfolio
Manager will not consult with any other portfolio manager to the Portfolios or portfolio
manager to a portfolio that is under common control with the Portfolios concerning
transactions in the securities and other assets of the Portfolios allocated to the
Portfolio Manager pursuant to the Agreement, except for the purpose of complying with the
conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
C. 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, as may be amended from time to time (“Proxy
Voting Policies and Procedures”), which at all times shall comply with the
requirements under applicable law and the guidance provided in Investment Company Act
Release No. 25922 (Jan 31, 2003) (the “Adopting Release”) and other applicable authority of
the SEC and its staff as applicable and as may be issued from time to time, 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. The Portfolio Manager shall vote proxies on behalf
of a Portfolio in a manner deemed by the Portfolio Manager to be in the best interests of
the Portfolio pursuant to the Portfolio Manager’s Proxy Voting Policies and Procedures. The
Portfolio Manager shall report to the Investment Adviser, upon reasonable request and in a
timely manner, a record of all proxies voted in accordance with the form and format
required under the Adopting Release or as the Investment Adviser may reasonably request.
The Portfolio Manager shall certify at least annually, or more often as may reasonably be
requested by the Investment Adviser, as to its Proxy Voting Policies and Procedures, the
Adopting Release, and other applicable authority of the SEC and its staff, if any.
The 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 applicable law.
D. Upon reasonable request by the Investment Adviser, Portfolio Manager agrees to
reimburse the Investment Adviser for certain costs (“Reimbursable Costs”) associated with
certain supplements (“Supplements”) as described herein. Such Supplements are those
generated due to changes by Portfolio Manager requiring immediate disclosure in the
prospectus of the Fund for which, at the time of notification by Portfolio Manager to
Investment Adviser of such changes, no supplement is being generated for other purposes.
Reimbursable Costs include reasonable 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, material changes to its
structure, investment personnel, and investment style or management that require immediate
disclosure in the Fund’s prospectus. Such changes will not be unreasonably
withheld from a pending supplement not yet filed with the SEC.
2. Except as provided herein, the Agreement shall remain in full force and effect. This
Amendment and the Agreement, as amended, constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof and fully supersede any and all
prior agreements or understandings between the parties hereto pertaining to the subject
matter hereof. In the event of any conflict between the terms of this Amendment and the
Agreement, the terms of this
Amendment shall control. Defined terms used in this Amendment shall have the respective
meanings specified in the Agreement.
3. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument, and shall be binding upon the parties and their respective
successors and assigns.
4. This Amendment shall be effective as of the date written above.
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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/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Milfs | |||
Name:
|
Xxxxxx X. Xxxxxx | Name: | Xxxxxx X. Milfs | |||
Title:
|
Chairman & Chief Executive Officer | Title: | Secretary | |||
| XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. | ||||||
By:
|
By: | /s/ Xxxxxxx X. Xxxxx | ||||
Name:
|
Name: | Xxxxxxx X. Xxxxx | ||||
Title:
|
Title: | Managing Director | ||||
| PACIFIC SELECT FUND | ||||||
By:
|
/s/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Milfs | |||
Name:
|
Xxxxxx X. Xxxxxx | Name: | Xxxxxx X. Milfs | |||
Title:
|
Chairman & Chief Executive Officer | Title: | Secretary | |||
